Common use of The Collateral Agent’s Duties Clause in Contracts

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged 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 moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral, including the filing of any financing or continuation statements relating to the Pledged Collateral. The Collateral Agent 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 Collateral Agent accords its own Property, it being understood that the Collateral Agent shall not be under any obligation to (a) ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (b) take any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral, but may do so at its option, and all reasonable expenses incurred in connection therewith shall be for the sole account of the Pledgor, and shall be added to the Secured Obligations.

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody duty to exercise reasonable care in respect of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral, including the filing of any financing as to ascertaining or continuation statements relating to the Pledged Collateral. The Collateral Agent 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 Collateral Agent accords its own Property, it being understood that the Collateral Agent shall not be under any obligation to (a) ascertain or take taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (b) take as to the taking of any necessary steps to preserve rights against prior parties parties. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords property it holds as collateral generally. Except as provided in this Section 4.2 and except to the extent of any gross negligence or willful misconduct of the Collateral Agent or the other Secured Parties, the Collateral Agent shall not have any other 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 the Collateral Agent, and the Collateral Agent shall not be required or obligated, to (i) present or file any claim or notice or take any action, with respect to any Pledged Collateral, but may do so at its option, and all reasonable expenses incurred Collateral or in connection therewith shall be for or (ii) notify the sole account Debtor of any decline in the Pledgor, and shall be added to the Secured Obligationsvalue of any Collateral.

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged 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 moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral, including the filing of any financing or continuation statements relating to the Pledged Collateral. The Collateral Agent 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 Collateral Agent accords its own Property, it being understood that the Collateral Agent shall not be under any obligation to (a) ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (b) take any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral, but may do so at its option, and all reasonable expenses incurred in connection therewith shall be for the sole account of the Pledgor, and shall be added to the Secured Obligations. No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged 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 moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral, including the filing of any financing or continuation statements relating to the Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation safekeeping of the Pledged any Collateral in its possession if the Pledged such Collateral is accorded treatment substantially equal to that the safekeeping which the Collateral Agent accords its own Propertyproperty of like kind. Except for the safekeeping of any Collateral in its possession and the accounting for monies and for other properties actually received by it hereunder, it being understood that the Collateral Agent shall not be under have no duty, as to any obligation Collateral, as to (a) ascertain ascertaining or take taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (b) take as to the taking of any necessary steps to preserve rights against prior parties any Persons or any other rights pertaining to any Pledged Collateral. The Collateral Agent will take action in the nature of exchanges, conversions, redemption, tenders and the like requested in writing by the Pledgor with respect to any of the Collateral in the Collateral Agent’s possession if the Collateral Agent in its reasonable judgment determines that such action will not impair the Security Interest or the value of the Collateral, but may do so at its option, and all reasonable expenses incurred in connection therewith shall be for the sole account a failure of the Pledgor, and Collateral Agent to comply with any such request shall not of itself be added deemed a failure to the Secured Obligationsexercise reasonable care.

The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the Collateral Agent or any of its designated agents to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral, including Collateral and no implied duties or obligations shall be read into this Agreement against the filing of any financing or continuation statements relating to the Pledged CollateralCollateral Agent. The Collateral Agent 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 that is substantially equal equivalent to that which the Collateral Agent accords its own Propertyproperty, it being understood expressly agreed, to the maximum extent permitted by applicable Laws, that the Collateral Agent shall not be under any obligation to have no responsibility for (a) ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (b) take taking any necessary steps to preserve rights against prior any parties or any other rights pertaining with respect to any Pledged Collateral, but or (b) taking any action to protect against any diminution in value of the Pledged Collateral, but, in each case, the Collateral Agent may do so at its option, and all reasonable expenses reasonably incurred in connection therewith shall be for the sole account part of the Pledgor, and shall be added to the Secured Obligations. The provisions of Section 9.10 of the Collateral Agency Agreement (“Collateral Agent’s Rights”) are incorporated herein by reference as if such Section were set forth herein in its entirety.

The Collateral Agent’s Duties. a. The powers conferred on the Collateral Agent hereunder are solely to protect its the Secured Parties’ interest in the Pledged Additional Collateral and shall not impose any fiduciary relationship or any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the safe custody of any Pledged Additional Collateral in its possession or in the possession of an Affiliate of the Collateral Agent or any designee (including without limitation, a Subagent (as defined in clause (b) below)) of the Collateral Agent acting on its behalf and the accounting for moneys actually received by it hereunderor its Affiliates hereunder in accordance with the express terms hereof, the Collateral Agent shall have no fiduciary relationship or other duty as to any Pledged Additional Collateral, including the filing of any financing as to ascertaining or continuation statements relating to the Pledged Collateral. The Collateral Agent 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 Collateral Agent accords its own Property, it being understood that the Collateral Agent shall not be under any obligation to (a) ascertain or take taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Additional Collateral, whether or not the Collateral Agent any Secured Party has or is deemed to have knowledge of such matters, or (b) take as to the taking of any necessary steps to preserve rights against prior any parties or any other rights pertaining to any Pledged Additional Collateral. The Collateral Agent and any of its Affiliates or any designee (including without limitation, but may do so at a Subagent) on its option, and all reasonable expenses incurred in connection therewith behalf shall be for deemed to have exercised reasonable care in the sole account custody and preservation of any Additional Collateral in its possession or in the Pledgorpossession of an Affiliate or any designee (including without limitation, and shall be added a Subagent) on its behalf if such Additional Collateral is accorded treatment substantially equal to the Secured Obligationsthat which it accords its own property.