Lender's Duty of Care. Lender has no duty of care with respect to the Collateral except that Lender shall exercise reasonable care with respect to the Collateral in Lender's custody. Lender will be deemed to have exercised reasonable care if such property is accorded treatment substantially equal to that which Lender accords its own property or if Lender takes such action with respect to the Collateral as the Borrower requests or agrees to in writing, provided that no failure to comply with any such request nor any omission to do any such act requested by the Borrower may be deemed a failure to exercise reasonable care. Lender's failure to take steps to preserve rights against any parties or property may not be deemed to be failure to exercise reasonable care with respect to the Collateral in Lender's custody. All risk, loss, damage or destruction of the Collateral is borne by Borrower except to the extent Lender breaches the standard of care set forth in this Section 5.5.
Lender's Duty of Care. Lender shall have no duty of care with respect to the Collateral except that Lender shall exercise reasonable care with respect to the Collateral in Lender's custody. Lender shall be deemed to have exercised reasonable care if such property is accorded treatment substantially equal to that which Lender accords its own property or if Lender takes such action with respect to the Collateral as any Borrower shall request or agree to in writing provided that neither failure to comply with any such request nor any omission to do any such act requested by any Borrower shall be deemed a failure to exercise reasonable care. Lender's failure to take steps to preserve rights against any parties or property shall not be deemed to be failure to exercise reasonable care with respect to the Collateral in Lender's custody. All risk, loss, damage or destruction of the Collateral shall be borne by Borrowers.
Lender's Duty of Care. Other than the exercise of reasonable care to ensure the safe custody of the Securities Collateral while being held by Lender hereunder, Lender shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that Pledgor shall be responsible for preservation of all rights in the Securities Collateral, and Lender shall be relieved of all responsibility for Securities Collateral upon surrendering it or tendering the surrender of it to Pledgor. Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Securities Collateral in its possession if such Securities Collateral is accorded treatment substantially equal to that which Lender accords its own property, it being understood that Lender shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not Lender has or is deemed to have knowledge of such matters or (ii) taking any steps or refraining therefrom to preserve rights against any other parties with respect to any Securities Collateral.
Lender's Duty of Care. It is agreed and understood that the Lender's duty with respect to the Collateral shall be solely to use reasonable care in the custody and preservation of the Collateral in the Lender's possession, which shall not include any steps necessary to preserve rights against other parties. All provisions in this Agreement shall be construed so as to maintain (i) the ESOP as a qualified leveraged employee stock ownership plan under Sections 401(a) and 4975(e)(7) of the Code, (ii) the Trust as exempt from taxation under Section 501 (a) of the Code, and (iii) the Loan as an "exempt loan" under the Exempt Loan Rules. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 12TH day of June 1997. MARINE MIDLAND BANK, and it successors in trust, as Trustee under the Trust related to the GSB Financial Corporation Employee Stock Ownership Plan By: /s/ Xxxxx XxXxxxxx Accepted and agreed to at Goshen, New York as of the date last above written. GSB FINANCIAL CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx, Xx. EXHIBIT A PROMISSORY NOTE Amount Sufficient to Satisfy Loan Amount Goshen, New York 1997 For VALUE RECEIVED, the undersigned, MARINE MIDLAND BANK, not individually but solely as Trustee under the trust related to the GSB Financial Corporation Employee Stock Ownership Plan (which trust shall be referred to as the "Borrower"), promises to pay to the order of GSB FINANCIAL CORPORATION, a Delaware Corporation (the "Lender") at its office at Xxx Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, the aggregate principal amount of the loan made to the Borrower under Section 1. 1 of the Loan and Security Agreement hereinafter referred to in forty consecutive equal quarterly principal installments, together with all accrued interest on the unpaid principal sum, payable quarterly commencing on the last business day of September, 1997, and on the last business day of each and every calendar quarter thereafter, except that the final installment in the amount of all principal and interest not sooner paid shall be due on June 30, 2007, the final maturity hereof. Each such principal installment shall equal the unpaid principal balance on-the due date of the installment multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installments remaining under this Note, including the installment which is due in the curr...
Lender's Duty of Care. Lender shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the Pledged Collateral, except for those arising out of or in connection with Lender’s (i) gross negligence or willful misconduct, (ii) failure to use reasonable care with respect to the safe custody of the Pledged Collateral in Lender’s possession or (iii) breach of its express obligations under this Pledge Agreement. Without limiting the generality of the foregoing, Lender shall be under no obligation to take any steps necessary to preserve rights in the Pledged Collateral against any other parties but may do so at its option. All reasonable expenses incurred in connection therewith shall be for the sole account of Pledgor, and shall constitute part of Pledgor’s obligations under the Loan Documents secured hereby.
Lender's Duty of Care. Lender's sole duty with respect to the Collateral shall be to use reasonable care in the custody of the Collateral in its possession or control. Lender shall incur no liability to Borrower for any act of government, act of God, or other destruction in whole or in part or negligence or wrongful act of custodians or agents selected by and supervised by Lender with reasonable care, or Lender's failure to provide adequate protection or insurance for the Collateral. Borrower hereby waives the defense of impairment of the Collateral. Borrower agrees that all remittances from the Collateral shall be applied as provided in Section 12(e) and Section 13(b) of this Agreement, as applicable, and Borrower hereby approves such application of remittances and agrees such application is reasonable in all respects. Neither Lender nor any of its respective directors, officers, employees, Affiliates or agents shall be liable for failure to demand, collect or realize upon all or any part 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 Borrower or any other Person. The Other Residual Interest Collateral shall be held and controlled by the Other Residual Financing Facility Lender.
Lender's Duty of Care. Other than the exercise of reasonable care in the physical custody of the Collateral while held by Lender hereunder, Lender shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including without limitation any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Debtor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, Lender shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if Lender takes such action, for purposes of preserving rights in the Collateral, as Debtor may reasonably request in writing, but no failure or omission or delay by Lender in complying with any such request by Debtor, and no refusal by Lender to comply with any such request by Debtor, shall be deemed to be a failure to exercise reasonable care, solely by virtue of such failure, omission, delay or refusal.
Lender's Duty of Care. Lender shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the Pledged Collateral, except for those arising out of or in connection with Lender’s (a) gross negligence, bad faith or willful misconduct, or (b) failure to use reasonable care with respect to the safe custody of the Pledged Collateral in Lender’s possession. Without limiting the generality of the foregoing, Lender shall be under no obligation to take any steps necessary to preserve rights in the Pledged Collateral against any other parties but may do so at its option. All expenses incurred by or on behalf of Lender after an Event of Default in connection with this Pledge Agreement shall constitute part of the Liabilities secured hereby.
Lender's Duty of Care. Other than the exercise of reasonable care in the physical custody of the Collateral while held by Lender hereunder, Lender shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto. Lender shall not be responsible in any way for any depreciation in the value of the Collateral. Lender shall have no duty or responsibility to take any steps to preserve rights against prior parties or to enforce collection of the Collateral by legal proceedings or otherwise, the sole duty of Lender, their successors and assigns, being to receive collections, remittances and payments on such Collateral as and when made and received by Lender and, at Lender's option, to apply the amount or amounts so received, after deduction of any collection costs incurred, as payment upon any of the Obligations or to hold the same for the account and order of Shareholders.
Lender's Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by Lender hereunder, Lender shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that Pledgor shall be responsible for preservation of all rights in the Pledged Collateral, and Lender shall be relieved of all responsibility for Pledged Collateral upon surrendering it or tendering the surrender of it to Pledgor. Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which Lender accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that Lender shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral.
