Common use of Use and Operation of Collateral Clause in Contracts

Use and Operation of Collateral. Should any Collateral come into the possession of Collateral Agent, Collateral Agent may, in accordance with the Intercreditor Agreement, use such Collateral for the purpose of preserving it or its value pursuant to the order of a court of appropriate jurisdiction or in accordance with any other rights held by Collateral Agent in respect of such Collateral. Each Debtor covenants to promptly reimburse and pay to Collateral Agent, at Collateral Agent’s request, the amount of all reasonable expenses (including, without limitation, the cost of any insurance and payment of taxes or other charges) incurred by Collateral Agent in connection with its custody and preservation of Collateral, and all such expenses, costs, taxes, and other charges shall bear interest at the Default Rate until repaid and, together with such interest, shall be payable by such Debtor to Collateral Agent upon demand and shall become part of the Secured Obligations. However, the risk of accidental loss or damage to, or diminution in value of, Collateral shall be borne by the Debtors, and Collateral Agent shall have no liability whatever for failure to obtain or maintain insurance, nor to determine whether any insurance ever in force is adequate as to amount or as to the risks insured. With respect to Collateral that is in the possession of Collateral Agent, Collateral Agent shall have no duty to fix or preserve rights against prior parties to such Collateral and shall, absent its gross negligence or willful misconduct, never be liable for any failure to use diligence to collect any amount payable in respect of such Collateral, but shall be liable only to account to the relevant Debtors for what it may actually collect or receive thereon. The provisions of this subparagraph are applicable whether or not a Default or Event of Default exists.

Use and Operation of Collateral. Should any Collateral come into the possession of Collateral Agent, Collateral Agent may, in accordance with the Intercreditor Agreement, may use or operate such Collateral for the purpose of preserving it or its value pursuant to the order of a court of appropriate jurisdiction or in accordance with any other rights held by Collateral Agent in respect of such Collateral. Each Debtor Grantor covenants to promptly reimburse and pay to Collateral Agent, at Collateral Agent’s request, the amount of all reasonable expenses (including, without limitation, the cost of any insurance and payment of taxes Taxes or other charges) incurred by Collateral Agent in connection with its custody and preservation of Collateral, and all such expenses, costs, taxesTaxes, and other charges shall bear interest at the Default Rate until repaid and, together with such interest, shall be payable by such Debtor Grantors to Collateral Agent upon demand and shall become part of the Secured Obligations. However, the risk of accidental loss or damage to, or diminution in value of, Collateral shall be borne by the Debtorsis on Grantors (unless Grantors no longer hold title to such Collateral), and Collateral Agent shall have no liability whatever whatsoever for failure to obtain or maintain insurance, nor to determine whether any insurance ever in force is adequate as to amount or as to the risks insured. With respect to Collateral that is in the possession of Collateral Agent, Collateral Agent shall have no duty to fix or preserve rights against prior parties to such Collateral and shall, absent its gross negligence or willful misconduct, never shall not be liable for any failure to use diligence to collect any amount payable in respect of such Collateral, but shall be liable only to account to the relevant Debtors Grantors for what it may actually collect or receive thereon. The provisions of this subparagraph Section 5.12 are applicable whether or not a Default or Triggering Event of Default exists.