Common use of STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM Clause in Contracts

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. The powers conferred on the Collateral Agent 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 exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of 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 nor any of its directors, officers, employees 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 any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 7.06 of the Indenture. In the performance of its rights and obligations under this Agreement, the Collateral Agent shall be entitled to all of its rights, protections, privileges, indemnities and immunities set forth in the Indenture, including the right to seek direction from the Trustee for any discretionary acts to be taken by the Collateral Agent hereunder. If there is any conflict between the provisions of the Indenture and this Agreement, with regard to the Collateral, the provisions of the Indenture shall govern. Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. The powers conferred on the Collateral Agent 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 exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunderhereunder and other requirements of law or the UCC, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The To the extent permitted by law, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any of the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto, and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Neither the Collateral Agent nor any of its directors, officers, employees 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 any the Grantor or otherwise. If any the Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each the Grantor under Section 7.06 of the Indenture. In the performance of its rights and obligations under this Credit Agreement, the Collateral Agent shall be entitled to all of its rights, protections, privileges, indemnities and immunities set forth in the Indenture, including the right to seek direction from the Trustee for any discretionary acts to be taken by the Collateral Agent hereunder. If there is any conflict between the provisions of the Indenture and this Agreement, with regard to the Collateral, the provisions of the Indenture shall govern. Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83.

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. The powers conferred on the Term Collateral Agent hereunder are solely to protect its interest in the Collateral and Mortgaged Property and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral or Mortgaged Property in its possession and the accounting for moneys actually received by it hereunder, the Term Collateral Agent shall have no duty as to any Collateral or Mortgaged Property or as to the taking of any necessary steps to preserve rights or remedies against prior parties or any other rights or remedies pertaining to any CollateralCollateral or Mortgaged Property. The Term Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Term Collateral Agent accords has performed its own propertyduties and obligations as set forth in this Agreement. Neither the Term Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part 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 any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Term Collateral Agent may itself perform, or cause performance of, such agreement, subject to the terms of the Intercreditor Agreement, and the costs, fees, expenses and disbursements of the Term Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 7.06 10.2 of the Indenture. In the performance of its rights and obligations under this Term Loan Agreement, the Collateral Agent shall be entitled to all of its rights, protections, privileges, indemnities and immunities set forth in the Indenture, including the right to seek direction from the Trustee for any discretionary acts to be taken by the Collateral Agent hereunder. If there is any conflict between the provisions of the Indenture and this Agreement, with regard to the Collateral, the provisions of the Indenture shall govern. Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83.

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. The powers conferred on the Collateral Agent 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 exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunderhereunder and other requirements of law or the UCC, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The To the extent permitted by law, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any of the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto, and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Neither the Collateral Agent nor any of its directors, officers, employees 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 any Grantor a Pledgor or otherwise. If any Grantor Pledgor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor such Pledgor or the Borrower under Section 7.06 of the IndentureCredit Agreement. In the performance of its rights and obligations under this Agreement, the Collateral Agent shall be entitled to all of its rights, protections, privileges, indemnities and immunities set forth in the Indenture, including the right to seek direction from the Trustee for any discretionary acts to be taken by the Collateral Agent hereunder. If there is any conflict between the provisions of the Indenture and this Agreement, with regard to the Collateral, the provisions of the Indenture shall govern. Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83SECTION 11.

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. The powers conferred on the Revolving Collateral Agent hereunder are solely to protect its interest in the Collateral and Mortgaged Property and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral or Mortgaged Property in its possession and the accounting for moneys actually received by it hereunder, the Revolving Collateral Agent shall have no duty as to any Collateral or Mortgaged Property or as to the taking of any necessary steps to preserve rights or remedies against prior parties or any other rights or remedies pertaining to any CollateralCollateral or Mortgaged Property. The Revolving Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Revolving Collateral Agent accords has performed its own propertyduties and obligations as set forth in this Agreement. Neither the Revolving Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part 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 any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Revolving Collateral Agent may itself perform, or cause performance of, such agreement, subject to the terms of the Intercreditor Agreement, and the costs, fees, expenses and disbursements of the Revolving Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 7.06 10.2 of the Indenture. In the performance of its rights and obligations under this Revolving Credit Agreement, the Collateral Agent shall be entitled to all of its rights, protections, privileges, indemnities and immunities set forth in the Indenture, including the right to seek direction from the Trustee for any discretionary acts to be taken by the Collateral Agent hereunder. If there is any conflict between the provisions of the Indenture and this Agreement, with regard to the Collateral, the provisions of the Indenture shall govern. Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83.

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. The powers conferred on the Collateral Agent hereunder are solely to protect its interest interest, for the benefit and on behalf of the Secured Parties, in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession or control and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which possession, so long as the Collateral Agent accords its own propertyacts in accordance with the standard of care required by this Agreement. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for any action taken or failure to demand, collect take or realize upon all or any part of the Collateral or for any delay in doing so taking action under this Agreement except to the extent of its gross negligence or willful misconduct. The Collateral Agent shall not be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent Agent, or its designee, may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 7.06 7.07 of the Indenture. In the performance of its rights and obligations under this Agreement, the The Collateral Agent shall be entitled to have the benefit of all of its rightsexculpatory provisions, presumptions, indemnities, protections, privilegesbenefits, indemnities and immunities or reliance rights contained in the Indenture (in addition to those set forth herein) in the Indentureacceptance, including the right to seek direction from the Trustee for any discretionary acts to be taken by the Collateral Agent hereunder. If there is any conflict between the provisions execution, delivery and performance of the Indenture and this Agreement, with regard to the Collateral, the provisions of the Indenture shall govern. Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83Agreement as though fully set forth herein.

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. The powers conferred on the Collateral Agent 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 exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunderhereunder and other requirements of law or the UCC, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The To the extent permitted by law, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any of the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto, and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Neither the Collateral Agent nor any of its directors, officers, employees 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 any Grantor a Pledgor or otherwise. If any Grantor Pledgor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor such Pledgor or the Borrower under Section 7.06 of the Indenture. In the performance of its rights and obligations under this Credit Agreement, the Collateral Agent shall be entitled to all of its rights, protections, privileges, indemnities and immunities set forth in the Indenture, including the right to seek direction from the Trustee for any discretionary acts to be taken by the Collateral Agent hereunder. If there is any conflict between the provisions of the Indenture and this Agreement, with regard to the Collateral, the provisions of the Indenture shall govern. Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83.

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM. The powers conferred on the Revolving Collateral Agent hereunder are solely to protect its interest in the Collateral and Mortgaged Property and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral or Mortgaged Property in its possession and the accounting for moneys actually received by it hereunder, the Revolving Collateral Agent shall have no duty as to any Collateral or Mortgaged Property or as to the taking of any necessary steps to preserve rights or remedies against prior parties or any other rights or remedies pertaining to any CollateralCollateral or Mortgaged Property. The Revolving Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Revolving Collateral Agent accords has performed its own propertyduties and obligations as set forth in this Agreement. Neither the Revolving Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or Exhibit L realize upon all or any part 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 any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Revolving Collateral Agent may itself perform, or cause performance of, such agreement, subject to the terms of the Intercreditor Agreement, and the costs, fees, expenses and disbursements of the Revolving Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 7.06 10.2 of the Indenture. In the performance of its rights and obligations under this Revolving Credit Agreement, the Collateral Agent shall be entitled to all of its rights, protections, privileges, indemnities and immunities set forth in the Indenture, including the right to seek direction from the Trustee for any discretionary acts to be taken by the Collateral Agent hereunder. If there is any conflict between the provisions of the Indenture and this Agreement, with regard to the Collateral, the provisions of the Indenture shall govern. Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83.