Common use of Duties Limited Clause in Contracts

Duties Limited. (a) The Agent shall be obligated to perform such duties and only such duties as specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Agent, and the Agent shall be obliged to take any actions or exercise any rights, powers or remedies which are discretionary with the Agent under this Agreement only as may be specified in a written notice from the Required Holders; provided, however, that the Agent shall not take any actions specified in a written notice if the provisions of this Agreement expressly prohibit such action. Except as expressly provided herein or in the Notes or the Security Agreements, the Agent shall not have any duty or obligation, express or implied, to: (i) manage, control, use, maintain, sell, dispose of, purchase, bid for or otherwise deal with the Collateral or any portion thereof, or to otherwise take or refrain from taking any action under, or in connection with this Agreement, the Notes or any Security Agreement, except to the extent required by law; (ii) take any action that relates to, materially affects, or impairs the amounts that the Holders may recover from disposition of the Collateral, including, without limitation, any election or waiver of remedies available under the Security Agreements, or with respect to the Collateral or the manner of foreclosure upon the same; any determination of the order and timing of foreclosure upon any portion of the Collateral or of the amount of any credit bid to be entered at any public or private, judicial, or nonjudicial sale of the Collateral; the pursuit of any remedies against the Company or any of its Subsidiaries following the completion of foreclosure upon the Collateral; the compromise or settlement of any claims against the Company or any of its Subsidiaries, including without limitation the conduct of any negotiations relating to the same or with a view toward the termination of any pending foreclosure proceedings; (iii) obtain or maintain insurance on the Collateral or any other insurance; (iv) pay or discharge any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, or assessed or levied against, any part of the Collateral; (v) take any action or omit to take any action provided for in the Security Agreements; (vi) advance any monies for any purpose; or (vii) except at the specific direction of the Required Holders, record or file the Security Agreements, any other document or any other instrument provided to it referred to herein or therein with respect to any lien. (b) In addition to and not in limitation of the provisions of Section 13.3.2(a), under no circumstances shall the Agent have any duty or obligation to take any actions hereunder other than those under Section 13.12, even if instructed to do so by the Required Holders or if expressly set forth herein, if the Agent determines, in its sole and absolute discretion, that such actions would subject it to liability or expense for which satisfactory indemnity to the Agent has not been provided hereunder or otherwise. (c) Except as otherwise provided herein, the Agent shall have no obligation or liability in respect of the recording, rerecording, filing or refiling of any instruments, documents, financing statements or continuation statements or to take any other action hereunder with respect to the security interests created pursuant to the Security Agreements, and the Agent shall have no obligation to monitor the status of the security interests as a perfected security interest created hereunder or under the Security Agreements.

Duties Limited. (a) The Agent shall be obligated to perform such duties and only such duties as specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Agent, and the Agent shall be obliged to take any actions or exercise any rights, powers or remedies which are discretionary with the Agent under this Agreement only as may be specified in a written notice from the Required Holders; provided, however, that the Agent shall not take any actions specified in a written notice if the provisions of this Agreement expressly prohibit such action. Except as expressly provided herein herein, in this Agreement or in written instructions of the Notes or the Security AgreementsIndenture Trustee, the Collateral Agent shall not have any duty or obligation, express or implied, to: (i) manage, control, use, maintain, sell, dispose of, purchase, bid for or otherwise deal with the Collateral, the Pledged Collateral or any portion thereof, or to otherwise take or refrain from taking any action under, or in connection with this Agreement, the Notes Stock Pledge Agreement or any Security the Intercreditor Agreement, except to the extent required by law; (ii) take any action that which relates to, materially affects, affects or impairs the amounts that which the Holders Secured Parties may recover from disposition of the Collateral and the Pledged Collateral, including, including without limitation, limitation any election or waiver of remedies available under this Agreement or the Security Agreements, Stock Pledge Agreement or with respect to the Collateral and the Pledged Collateral or the manner of foreclosure upon the same; any determination of the order and timing of foreclosure upon any portion of the Collateral and the Pledged Collateral or of the amount of any credit bid to be entered at any public or private, judicial, judicial or nonjudicial sale of the Collateral and the Pledged Collateral; the pursuit of any remedies against the Company or any of its Subsidiaries Grantors following the completion of foreclosure upon the Collateral and the Pledged Collateral; the compromise or settlement of any claims against the Company or any of its Subsidiaries, Grantors including without limitation the conduct of any negotiations relating to the same or with a view toward the termination of any pending foreclosure proceedings; (iii) obtain or maintain insurance on the Collateral or the Pledged Collateral, as applicable, or any other insurance; (iv) pay or discharge any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, or assessed or levied against, any part of the Collateral or the Pledged Collateral; (v) advance any moneys related to the Collateral or the Pledged Collateral or for the benefit of the Secured Parties for any purpose; (vi) take any action or omit to take any action not expressly provided for in this Agreement, the Security Agreements; (vi) advance any monies for any purposeStock Pledge Agreement or the Intercreditor Agreement and documents related thereto and executed in connection therewith; or (vii) except at the specific direction of the Required Holders, record take any action or file the Security Agreements, any other document or any other instrument provided to it referred to herein or therein with respect to any lien. (b) In addition to and not in limitation of the provisions of Section 13.3.2(a), under no circumstances shall the Agent have any duty or obligation omit to take any actions hereunder other than those under Section 13.12, even if action to perfect or insure priority for the security interest granted by this Agreement unless instructed to do so in writing by the Required Holders or if expressly set forth herein, if the Agent determines, in its sole and absolute discretion, that such actions would subject it to liability or expense for which satisfactory indemnity to the Agent has not been provided hereunder or otherwiseIndenture Trustee. (c) Except as otherwise provided herein, the Agent shall have no obligation or liability in respect of the recording, rerecording, filing or refiling of any instruments, documents, financing statements or continuation statements or to take any other action hereunder with respect to the security interests created pursuant to the Security Agreements, and the Agent shall have no obligation to monitor the status of the security interests as a perfected security interest created hereunder or under the Security Agreements.

Duties Limited. (a) The Collateral Agent shall not be obligated to perform such duties and only such duties as specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Agent, and the Agent shall be obliged required to take any actions discretionary action or exercise any rightsdiscretionary powers hereunder or under the Pledge Agreement, powers and, except as expressly provided herein, in the Pledge Agreement or remedies which are discretionary with the Agent under this Agreement only as may be specified in a written notice from instructions of the Required Holders; provided, however, that the Agent shall not take any actions specified but in a written notice if the provisions of this Agreement expressly prohibit such action. Except as expressly provided herein or in the Notes or the Security Agreementseach case subject to Section 13.3(c), the Collateral Agent shall not have any duty or obligation, express or implied, to: (i) manage, control, use, maintain, sell, dispose of, purchase, foreclose upon, take possession of, bid for or otherwise deal with the Collateral or any portion thereof, or to otherwise take or refrain from taking any action under, under or in connection with this Agreement, the Notes Pledge Agreement or any Security Account Control Agreement, except to the extent required by law; (ii) take any action that relates to, materially affects, affects or impairs the amounts that the Holders Noteholders may recover from disposition of the Collateral, including, without limitation, including (A) any election or waiver of remedies available under the Security Agreements, Pledge Agreement or with respect to the Collateral or the manner of foreclosure upon the same; , (B) any determination of the order and timing of foreclosure upon any portion of the Collateral or of the amount of any credit bid to be entered at any public or private, judicial, judicial or nonjudicial sale of the Collateral; , (C) the pursuit of any remedies against the Company or any of its Subsidiaries following the completion of foreclosure upon the Collateral; Collateral or (D) the compromise or settlement of any claims against the Company or any of its SubsidiariesCompany, including without limitation the conduct of any negotiations relating to the same or with a view toward the termination of any pending foreclosure proceedings; (iii) obtain or maintain insurance on the Collateral or any other insurance; (iv) pay or discharge any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, or assessed or levied against, any part of the Collateral; (v) take any action or omit to take any action not expressly provided for in the Security Agreements;Pledge Agreement and documents related thereto and executed in connection therewith; or (vi) advance take any monies for any purpose; or (vii) except at the specific direction of the Required Holders, record action or file the Security Agreements, any other document or any other instrument provided to it referred to herein or therein with respect to any lien. (b) In addition to and not in limitation of the provisions of Section 13.3.2(a), under no circumstances shall the Agent have any duty or obligation omit to take any actions hereunder other than those under Section 13.12, even if instructed action to do so perfect or insure priority for the security interest granted by the Required Holders Pledge Agreement, including filing any financing or if expressly set forth herein, if the Agent determines, continuation statements or recording any documents or instruments in its sole and absolute discretionany public office at any time or times; provided, that such actions would subject it to liability or expense for which satisfactory indemnity to the Agent has not been provided hereunder or otherwise. (c) Except as otherwise provided herein, the Collateral Agent shall have no obligation responsibility to monitor or liability in respect of verify the recording, rerecording, filing or refiling of any instruments, documents, financing statements (or continuation statements amendments or to take any other action hereunder with respect to the security interests created pursuant to the Security Agreements, continuations thereto) and the Agent shall have no obligation to monitor responsibility for the status of the security interests as a perfected security interest created hereunder or under the Security Agreementsinformation contained therein.

Duties Limited. (a) The Agent shall be obligated to perform such duties and only such duties as specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Agent, and the Agent shall be obliged to take any actions or exercise any rights, powers or remedies which are discretionary with the Agent under this Agreement only as may be specified in a written notice from the Required Holders; provided, however, that the Agent shall not take any actions specified in a written notice if the provisions of this Agreement expressly prohibit such action. Except as expressly provided herein herein, -------------- in the Mortgage or in written instructions of the Notes or the Security AgreementsMajority Holders, the Collateral Agent shall not have any duty or obligation, express or implied, to: (i) manage, control, use, maintain, sell, dispose of, purchase, bid for or otherwise deal with the Collateral or any portion thereof, or to otherwise take or refrain from taking any action under, or in connection with this Agreement, Agreement or the Notes or any Security AgreementMortgage, except to the extent required by law;; COLLATERAL AGENCY AGREEMENT (ii) take any action that which relates to, materially affects, affects or impairs the amounts that which the Holders may recover from disposition of the Collateral, including, including without limitation, limitation any election or waiver of remedies available under the Security Agreements, Mortgage or with respect to the Collateral or the manner of foreclosure upon the same; any determination of the order and timing of foreclosure upon any portion of the Collateral or of the amount of any credit bid to be entered at any public or private, judicial, judicial or nonjudicial sale of the Collateral; the pursuit of any remedies against the Company or any of its Subsidiaries following the completion of foreclosure upon the Collateral; the compromise or settlement of any claims against the Company or any of its Subsidiaries, including without limitation the conduct of any negotiations relating to the same or with a view toward the termination of any pending foreclosure proceedings; (iii) obtain or maintain insurance on the Collateral or any other insurance; (iv) pay or discharge any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, or assessed or levied against, any part of the Collateral; (v) advance any moneys related to the Collateral or for the benefit of the Holders for any purpose; (vi) take any action or omit to take any action not expressly provided for in the Security Agreements; (vi) advance any monies for any purposeMortgage and documents related thereto and executed in connection therewith; or (vii) except at take any action or omit to take any action to perfect or insure priority for the specific direction of security interest granted by the Required Mortgage unless instructed in writing by the Majority Holders, record or file the Security Agreements, any other document or any other instrument provided to it referred to herein or therein with respect to any lien. (b) In addition to and not in limitation of the provisions of Section 13.3.2(a3.2(a), under no circumstances shall the Collateral Agent have any duty or obligation to take any actions hereunder other than those under Section 13.12hereunder, even if instructed to do so by the Required Holders or if expressly set forth hereinMajority Holders, if the Collateral Agent determines, in its sole and absolute discretion, that such actions would subject it to liability or expense for which satisfactory indemnity to the Agent has not been provided hereunder or otherwise. (c) Except as otherwise provided herein, the Agent shall have no obligation or liability in respect of the recording, rerecording, filing or refiling of any instruments, documents, financing statements or continuation statements or to take any other action hereunder with respect to the security interests created pursuant to the Security Agreements, and the Agent shall have no obligation to monitor the status of the security interests as a perfected security interest created hereunder or under the Security Agreements.

Duties Limited. (a) The Collateral Agent shall be obligated to perform such duties and only such duties as specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent, and the . The Collateral Agent shall be obliged obligated to take any actions or exercise any rights, powers or remedies which are discretionary with the Collateral Agent under this Agreement only as may be specified in a written notice from the Required Majority Holders; providedPROVIDED, howeverHOWEVER, that the Collateral Agent shall not be required to take any actions specified in a written notice if the provisions of this Agreement expressly prohibit such action. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords to similar property held by it as collateral agent or in a comparable capacity, it being understood that the Collateral Agent shall not have any responsibility for (a) ascertaining or taking any action with respect to calls, conversions, exchanges, maturities or similar matters relative to any property held as Collateral, whether or not the Collateral Agent has or is deemed to have knowledge or notice of such matters or (b) taking any steps to maintain the value of any property held as Collateral or to preserve rights against any parties with respect thereto. Except as expressly provided herein or in the Notes Note Purchase Agreement or the Security Agreements, the Collateral Agent shall not have any duty or obligation, express or implied, to: (i) manage, control, use, maintain, sell, dispose of, purchase, bid for or otherwise deal with the Collateral or any portion thereof, or to otherwise take or refrain from taking any action under, or in connection with this Agreement, the Notes Note Purchase Agreement or any Security Agreement, except to the extent required by law; (ii) take any action that relates to, materially affects, or impairs the amounts that the Holders may recover from disposition of the Collateral, including, without limitation, any election or waiver of remedies available under the Security Agreements, or with respect to the Collateral or the manner of foreclosure upon the same; any determination of the order and timing of foreclosure upon any portion of the Collateral or of the amount of any credit bid to be entered at any public or private, judicial, or nonjudicial sale of the Collateral; the pursuit of any remedies against the Company or any of its Subsidiaries following the completion of foreclosure upon the Collateral; the compromise or settlement of any claims against the Company or any of its Subsidiaries, including without limitation the conduct of any negotiations relating to the same or with a view toward the termination of any pending foreclosure proceedings; (iii) obtain or maintain insurance on the Collateral or any other insurance; (iv) pay or discharge any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, or assessed or levied against, any part of the Collateral; (v) take any action or omit to take any action provided for in the Security Agreements; (vi) advance any monies for any purpose; or; (vii) except at the specific direction written instructions of the Required Majority Holders, record or file the Security Agreements, any other document or any other instrument provided to it referred to herein or therein with respect to any lien; or (viii) except as provided in Section 2.04, deliver a Notice of Sole Control or a Notice of End of Sole Control. (b) In addition to and not in limitation of the provisions of Section 13.3.2(aSECTION 3.02(A), under no circumstances shall the Collateral Agent have any duty or obligation to take any actions hereunder other than those under Section 13.125.01, even if instructed to do so by the Required Majority Holders or if expressly set forth herein, if the Collateral Agent determines, in its sole and absolute discretion, that such actions would subject it to liability or expense for which satisfactory indemnity to the Collateral Agent has not been provided hereunder or otherwise. (c) Except as otherwise provided hereinherein at the written instruction of the Majority Holders, the Collateral Agent shall have no obligation or liability in respect of the recording, rerecording, filing or refiling of any instruments, documents, financing statements or continuation statements or to take any other action hereunder with respect to the security interests created hereby or pursuant to the Security Agreements, and the Collateral Agent shall have no obligation to monitor the status of the security interests as a perfected security interest created hereunder or under the Security Agreements.

Duties Limited. (a) The Collateral Agent shall be obligated obliged to perform such duties and only such duties as specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent, and the Collateral Agent shall be obliged to take any actions or exercise any rights, powers or remedies which are discretionary with the Collateral Agent under this Agreement only as may be specified in a written notice from the Required HoldersMajority Bank Lenders or the Majority Note Lenders; provided, however, that the Collateral Agent shall not take any actions specified in a written notice if the provisions of this Agreement expressly prohibit such action. Except as expressly provided herein or in written instructions of the Notes Majority Bank Lenders or the Security AgreementsMajority Note Lenders, the Collateral Agent shall not have any duty or obligation, express or implied, to: (i) manage, control, use, maintain, sell, dispose of, purchase, bid for for, or otherwise deal with the Collateral or any portion thereof, or to otherwise take or refrain from taking any action under, or in connection with this Agreement, the Notes Agreement or any of the other Security AgreementDocuments, except to the extent required by law; (ii) take any action that which relates to, materially affects, or impairs the amounts that which the Holders Beneficiaries may recover from disposition of the Collateral, including, without limitation, any election or waiver of remedies available under any of the Security AgreementsDocuments, or with respect to the Collateral or the manner of foreclosure upon the same; any determination of the order and timing of foreclosure upon any portion of the Collateral or of the amount of any credit bid to be entered at any public or private, judicial, or nonjudicial sale of the Collateral; the pursuit of any remedies against the Store Company or any of its Subsidiaries following the completion of foreclosure upon the Collateral; the compromise or settlement of any claims against the Store Company or any of its Subsidiaries, Subsidiaries including without limitation the conduct of any negotiations relating to the same or with a view toward the termination of any pending foreclosure proceedings; (iii) obtain or maintain insurance on the Collateral or any other insurance; (iv) pay or discharge any tax, assessment or other governmental charge or any lien Lien or encumbrance of any kind owing with respect to, or assessed or levied against, any part of the Collateral; (v) take any action or omit to take any action provided for in any of the Security AgreementsDocuments, and the documents executed in connection therewith; (vi) advance any monies for any purpose; or (vii) except at the specific direction of the Required HoldersMajority Bank Lenders or the Majority Note Lenders, record or file the any Security AgreementsDocument, any other document or any other instrument provided to it referred to herein or therein with respect to any lienLien. (b) In addition to and not in limitation of the provisions of the foregoing Section 13.3.2(a4.2(a), under no circumstances shall the Collateral Agent have any duty or obligation to take any actions hereunder other than those under Section 13.12hereunder, even if instructed to do so by the Required Holders Majority Bank Lenders or the Majority Note Lenders or if expressly set forth herein, if the Collateral Agent determines, in its sole and absolute discretion, that such actions would subject it to liability or expense for which satisfactory indemnity to the Agent has not been provided hereunder or otherwise. (c) Except as otherwise provided herein, the Agent shall have no obligation or liability in respect of the recording, rerecording, filing or refiling of any instruments, documents, financing statements or continuation statements or to take any other action hereunder with respect to the security interests created pursuant to the Security Agreements, and the Agent shall have no obligation to monitor the status of the security interests as a perfected security interest created hereunder or under the Security Agreements.

Duties Limited. (a) The Agent shall be obligated to perform such duties and only such duties as specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Agent, and the Agent shall be obliged to take any actions or exercise any rights, powers or remedies which are discretionary with the Agent under this Agreement only as may be specified in a written notice from the Required Holders; provided, however, that the Agent shall not take any actions specified in a written notice if the provisions of this Agreement expressly prohibit such action. Except as expressly provided herein or in the Notes or the Security Agreements, the Noteholder Agent shall not have any duty duties or obligationobligations except those expressly set forth herein. Without limiting the generality of the foregoing, express or implied, to: the Noteholder Agent (i) manageshall not be subject to any fiduciary or other implied duties, control(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, useand (iii) shall not have any duty to disclose, maintainand shall not be liable for the failure to disclose, sellany information relating to the Issuer. The Noteholder Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Issuer in the absence of its own gross negligence or willful misconduct. The Noteholder Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Noteholder Agent by the Issuer or the Noteholders, dispose of, purchase, bid and the Noteholder Agent shall not be responsible for or otherwise deal with the Collateral have any duty to ascertain or inquire into (w) any portion thereofstatement, warranty or to otherwise take or refrain from taking any action under, representation made in or in connection with this Agreement, (x) the Notes contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (y) the performance or observance of any Security Agreement, except to the extent required by law; (ii) take any action that relates to, materially affects, or impairs the amounts that the Holders may recover from disposition of the Collateralcovenants, includingagreements or other terms or conditions set forth herein or therein or (z) the validity, without limitationenforceability, any election effectiveness or waiver genuineness of remedies available under the Security Agreements, or with respect to the Collateral or the manner of foreclosure upon the same; any determination of the order and timing of foreclosure upon any portion of the Collateral or of the amount of any credit bid to be entered at any public or private, judicial, or nonjudicial sale of the Collateral; the pursuit of any remedies against the Company or any of its Subsidiaries following the completion of foreclosure upon the Collateral; the compromise or settlement of any claims against the Company or any of its Subsidiaries, including without limitation the conduct of any negotiations relating to the same or with a view toward the termination of any pending foreclosure proceedings; (iii) obtain or maintain insurance on the Collateral this Agreement or any other insurance; agreement, instrument or document, other than (ivin each case) pay to confirm receipt of items expressly required to be delivered to the Noteholder Agent. Anything in this Agreement notwithstanding, in no event shall the Noteholder Agent be liable for special, indirect or discharge any tax, assessment consequential loss or other governmental charge or any lien or encumbrance damage of any kind owing with respect to, or assessed or levied against, any part of the Collateral; whatsoever (v) take any action or omit including but not limited to take any action provided for in the Security Agreements; (vi) advance any monies for any purpose; or (vii) except at the specific direction of the Required Holders, record or file the Security Agreements, any other document or any other instrument provided to it referred to herein or therein with respect to any lien. (b) In addition to and not in limitation of the provisions of Section 13.3.2(alost profits), under no circumstances shall the Agent have any duty or obligation to take any actions hereunder other than those under Section 13.12, even if instructed to do so by the Required Holders or if expressly set forth herein, if the Agent determines, in its sole and absolute discretion, that such actions would subject it to liability or expense for which satisfactory indemnity to the Noteholder Agent has not been provided hereunder or otherwise. (c) Except as otherwise provided herein, the Agent shall have no obligation or liability in respect advised of the recording, rerecording, filing possibility of such loss or refiling of any instruments, documents, financing statements or continuation statements or to take any other action hereunder with respect to the security interests created pursuant to the Security Agreements, damage and the Agent shall have no obligation to monitor the status regardless of the security interests as a perfected security interest created hereunder or under the Security Agreementsform of action.