Common use of Duties of the Collateral Agent Clause in Contracts

Duties of the Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Helicopter Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent or 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 Helicopter Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Helicopter Collateral upon the request of the Mortgagor or any other Person or, except as otherwise provided herein, to take any other action whatsoever with regard to the Helicopter 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 Helicopter 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 to the maximum extent permitted by applicable law, neither they nor any of their officers, directors, employees or agents shall be responsible to the Mortgagor for any act or failure to act hereunder, except as otherwise provided herein or for their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Duties of the Collateral Agent. The So long as the Collateral Agent complies with its obligations, if any, under the UCC and under this Agreement and the other Loan Documents, the Collateral Agent’s sole only duty with respect to the custody, safekeeping and physical preservation of the Helicopter Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it the Pledged Collateral in its possession in the same manner as the Collateral Agent deals with similar property for its own account. None , and otherwise shall not be liable or responsible for: (a) the safekeeping of the Pledged Collateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person. All risk of loss, damage, or destruction of the Pledged Collateral Agent or 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 borne by the Helicopter Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Helicopter Collateral upon the request of the Mortgagor or any other Person or, except as otherwise provided herein, to take any other action whatsoever with regard to the Helicopter Collateral or any part thereofPledgors. 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’ its interests in the Helicopter Pledged Collateral and shall not impose on it any duty upon to exercise such powers. Except as provided in the UCC, this Agreement and the other Loan Documents, the Collateral Agent shall not have any duty with respect to the Pledged Collateral or any other Secured Party responsibility for taking any necessary steps to exercise preserve rights against any such powersPersons with respect to any Pledged Collateral. The Nothing contained in this Section 11 or elsewhere in the Loan Documents shall relieve the Collateral Agent and the other Secured Parties shall be accountable only of liability or responsibility for amounts that they actually receive as a result of the exercise of such powers, and to the maximum extent permitted by applicable law, neither they nor any of their officers, directors, employees or agents shall be responsible to the Mortgagor for any act or failure to act hereunder, except as otherwise provided herein or for their its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.