Common use of Secured Party's Duties Clause in Contracts

Secured Party's Duties. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Secured Party shall have no duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversion, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Secured Party or any other Credit Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Collateral. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property. The Secured Party shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Credit Parties and such instructions shall be binding upon the holders of all Secured Obligations; provided, however, that the Secured Party shall not be required to take any action which exposes the Secured Party to personal liability or which is contrary to any Credit Document or applicable law.

Secured Party's Duties. The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral actually in its possession and the accounting for monies actually received by it hereunder, the Secured Party shall have no duty as to any Pledged Collateral. The Secured Party shall not be liable for any acts, as to ascertaining omissions, errors of judgment or taking action mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to calls, conversion, exchanges, maturities, tenders or other matters relative to any Pledged the Collateral, whether except for those arising out of or not in connection with the Secured Party Party's gross negligence or any other Credit Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Collateralwillful misconduct. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Secured Party accords its own like property. The Secured Party shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Credit Parties and such instructions shall be binding upon the holders of all Secured Obligations; provided, however, it being understood that the Secured Party shall not be required under no obligation to take any action which exposes the Secured Party necessary steps to personal liability collect any Collateral or which is contrary preserve rights against prior parties or any other rights pertaining to any Credit Document or applicable lawCollateral, but may do so at its option, and all expenses incurred in connection therewith shall be for the sole account of the Debtor and shall be added to the Obligations.

Secured Party's Duties. The powers conferred on Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies moneys actually received by it hereunder, the Secured Party shall have no duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversionconversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Secured Party or any other Credit Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any prior parties or any other rights pertaining to any Pledged Collateral. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged any Collateral in its possession if the Pledged such Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property. The Except as provided in this section, Secured Party shall not have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating Secured Party, and Secured Party shall not be required or obligated, to exercise (a) present or file any discretion claim or notice or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Credit Parties and such instructions shall be binding upon the holders of all Secured Obligations; provided, however, that the Secured Party shall not be required to take any action which exposes the Secured Party to personal liability or which is contrary with respect to any Credit Document Collateral or applicable lawin connection therewith or (b) notify any Company Party of any decline in the value of any Collateral.

Secured Party's Duties. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Secured Party shall have no duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversion, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Secured Party or any other Credit Party Noteholder has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Collateral. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property. The Secured Party shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Credit Parties Noteholders, in accordance with the Intercreditor Agreement, and such instructions shall be binding upon the holders of all Secured Obligations; provided, however, that the Secured Party shall not be required to take any action which exposes the Secured Party to personal liability or which is contrary to any Credit Financing Document (as defined in the Intercreditor Agreement) or applicable law.

Secured Party's Duties. Except The powers conferred upon Secured Party, on behalf of Banks, by this Security Agreement are solely to protect Banks' interest in the Collateral, and shall not impose any duty upon Secured Party, on behalf of Banks, to exercise any such powers. Secured Party, on behalf of Banks, shall be under no duty whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the safe custody of any Pledged Collateral Secured Obligations, except as specifically provided in its possession this Security Agreement and the accounting Loan Agreement or as required by applicable law, or to take any steps necessary to preserve any rights against prior parties. Neither Secured Party nor the Banks shall be liable for monies actually received by it hereunderfailure to collect or realize upon the Collateral, or for any delay in so doing, nor shall Secured Party or the Banks be under any duty to take any action whatsoever with regard thereto. Secured Party shall have no duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversion, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Secured Party or any other Credit Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Collateral. The Secured Party shall be deemed to have exercised use reasonable care in the custody and preservation of the Pledged any Collateral in its possession if but need not take any steps to keep the Pledged Collateral is accorded treatment substantially equal to that which the Secured Party accords its own propertyidentifiable. The Secured Party shall not be required have no duty to exercise comply with any discretion recording, filing or take other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or Secured Party's or Banks' respective rights in, any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Credit Parties and such instructions shall be binding upon the holders of all Secured Obligations; provided, however, that the Secured Party shall not be required to take any action which exposes the Secured Party to personal liability or which is contrary to any Credit Document or applicable lawCollateral.

Secured Party's Duties. The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral actually in its possession and the accounting for monies actually received by it hereunder, the Secured Party shall have no duty as to any Pledged Collateral. The Secured Party shall not be liable for any acts, as to ascertaining omissions, errors of judgment or taking action mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to calls, conversion, exchanges, maturities, tenders or other matters relative to any Pledged the Collateral, whether except for those arising out of or not in connection with the Secured Party Party's gross negligence or any other Credit Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Collateralwillful misconduct. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Secured Party accords its own like property. The Secured Party shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Credit Parties and such instructions shall be binding upon the holders of all Secured Obligations; provided, however, it being understood that the Secured Party shall not be required under no obligation to take any action which exposes the Secured Party necessary steps to personal liability collect any Collateral or which is contrary preserve rights against prior parties or any other rights pertaining to any Credit Document or applicable lawCollateral, but may do so at its option, and all reasonable expenses incurred in connection therewith shall be for the sole account of the Debtors and shall be added to the Obligations.

Secured Party's Duties. The powers conferred on Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies moneys actually received by it hereunder, the Secured Party shall have no duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversion, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Secured Party or any other Credit Party has or is deemed to have knowledge of such matters, Collateral or as to the taking of any necessary steps to preserve rights against any prior parties or any other rights pertaining to any Pledged Collateral. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral Receivables in its possession if the Pledged Collateral is Receivables are accorded treatment substantially equal to that which the Secured Party accords its own property. The , it being understood that Secured Party shall not be required have any responsibility or liability for (i) ascertaining or taking action with respect to exercise calls, conversions, exchanges, maturities, tenders or other matters relative to any discretion Receivables, whether or take not Secured Party has or is deemed to have knowledge of such matters, or (ii) taking any actionnecessary steps to preserve rights against any parties with respect to any Receivables or (iii) the collection of any proceeds of any Collateral or by reason of any invalidity, but shall be required to act lack of value or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions uncollectability of any of the Credit Parties and such instructions shall be binding upon the holders of all Secured Obligations; provided, however, that the Secured Party shall not be required to take any action which exposes the Secured Party to personal liability payments received by it from Account Debtor or which is contrary to any Credit Document or applicable lawotherwise.