Common use of Duties of Agent Clause in Contracts

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Principal Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by any Principal Company or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (w) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (y) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agent. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the other Lenders and the Principal Companies (if received from a Lender) or to the Lenders (if received from any Principal Company).

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Principal Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by any Principal Company or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (w) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (y) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agent. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the other Lenders and the Principal Companies (if received from a Lender) or to the Lenders (if received from any Principal Company).into

Duties of Agent. The In carrying out the agency, the Agent shall not have any only the duties or obligations except those and responsibilities expressly set forth herein in this Agreement and in performing such duties and responsibilities the other Loan Documents. Without limiting Agent shall exercise the generality same degree of care as it would if the foregoingLoans were entirely for its own account, (a) but the Agent shall not be subject deemed to have knowledge of the occurrence of any fiduciary Event of Default, or other implied dutiesany event or condition which with notice or lapse of time, regardless or both, could become such an Event of whether a Default has occurred and is continuingneed not take or continue any action with respect thereto or toward the enforcement of this Agreement or the Notes, (b) nor prosecute or defend any suit with respect to this Agreement or the Agent shall not have any duty Notes, unless directed to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or do so by the other Loan Documents that the Majority Banks and unless indemnified to its satisfaction against any loss, cost, liability or expense which it might incur as a consequence of taking such action. The Agent is required to exercise in writing by the Required Lenders, may employ agents and (c) except as expressly set forth herein and in the other Loan Documents, the Agent shall not have any duty to disclose, attorneys and shall not be liable answerable for the failure to disclosenegligence or misconduct of any such agents or attorneys selected by it with reasonable care. The Agent in its capacity as a Bank hereunder shall have the same rights and powers hereunder as any other Bank and may exercise the same as though it were not acting as the Agent hereunder. Each Bank agrees that it has, any information relating to any Principal Company or any of its Subsidiaries that is communicated to or obtained by independently and without reliance on the bank serving as Agent or any of other Bank, and based on such documents and information as it has deemed appropriate, made its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request own credit analysis of the Required Lenders or in the absence of Company and its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by any Principal Company or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or Subsidiaries in connection with its decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Loan DocumentBank, (w) and based on such documents and information as it shall deem appropriate at the contents of any certificatetime, report continue to make its own analysis and decisions in taking or other document delivered hereunder or thereunder or in connection herewith or therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (y) the validity, enforceability, effectiveness or genuineness of not taking action under this Agreement, any other Loan Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agent. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the other Lenders and the Principal Companies (if received from a Lender) or to the Lenders (if received from any Principal Company).

Duties of Agent. The In carrying out the agency, the Agent shall not have any only the duties or obligations except those and responsibilities expressly set forth herein in this Agreement and in performing such duties and responsibilities the other Loan Documents. Without limiting Agent shall exercise the generality same degree of care as it would if the foregoingLoans were entirely for its own account, (a) but the Agent shall not be subject deemed to have knowledge of the occurrence of any fiduciary Event of Default, or other implied dutiesany event or condition which with notice or lapse of time, regardless or both, could become such an Event of whether a Default has occurred and is continuingneed not take or continue any action with respect thereto or toward the enforcement of the Loan Documents, (b) nor prosecute or defend any suit with respect to the Agent shall not have any duty Loan Documents, unless directed to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise in writing do so by the Required LendersBanks and unless indemnified to its satisfaction against any loss, cost, liability or expense which it might incur as a consequence of taking such action. The Agent may employ agents and (c) except as expressly set forth herein and in the other Loan Documents, the Agent shall not have any duty to disclose, attorneys and shall not be liable answerable for the failure to disclosenegligence or misconduct of any such agents or attorneys selected by it with reasonable care. The Agent in its capacity as a Bank hereunder shall have the same rights and powers hereunder as any other Bank and may exercise the same as though it were not acting as the Agent hereunder. Each Bank agrees that it has, any information relating to any Principal Company or any of its Subsidiaries that is communicated to or obtained by independently and without reliance on the bank serving as Agent or any of other Bank, and based on such documents and information as it has deemed appropriate, made its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request own credit analysis of the Required Lenders or in the absence of Company and its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by any Principal Company or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or Subsidiaries in connection with its decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Loan DocumentBank, (w) and based on such documents and information as it shall deem appropriate at the contents of any certificatetime, report continue to make its own analysis and decisions in taking or other document delivered hereunder or thereunder or in connection herewith or therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (y) the validity, enforceability, effectiveness or genuineness of not taking action under this Agreement, any other Loan Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agent. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the other Lenders and the Principal Companies (if received from a Lender) or to the Lenders (if received from any Principal Company).

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Principal Company the Borrowers or any of its their Subsidiaries that is communicated to or obtained by the bank Person serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by any Principal Company the Borrowers or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (w) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (y) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm c onfirm receipt of items expressly required to be delivered to the Agent. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the other Lenders and the Principal Companies Borrowers (if received from a Lender) or to the Lenders (if received from any Principal Companythe Borrowers).

Duties of Agent. The In carrying out the agency, the Agent shall not have any only the duties or obligations except those and responsibilities expressly set forth herein in this Agreement and in performing such duties and responsibilities the other Loan Documents. Without limiting Agent shall exercise the generality same degree of care as it would if the foregoingLoans were entirely for its own account, (a) but the Agent shall not be subject deemed to have knowledge of the occurrence of any fiduciary Event of Default, or other implied dutiesany event or condition which with notice or lapse of time, regardless or both, could become such an Event of whether a Default has occurred and is continuingneed not take or continue any action with respect thereto or toward the enforcement of the Loan Documents, (b) nor prosecute or defend any suit with respect to the Agent shall not have any duty Loan Documents, unless directed to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise in writing do so by the Required LendersBanks and unless indemnified to its satisfaction against any loss, cost, liability or expense which it might incur as a consequence of taking such action. The Agent may employ agents and (c) except as expressly set forth herein and in the other Loan Documents, the Agent shall not have any duty to disclose, attorneys and shall not be liable 42 answerable for the failure to disclosenegligence or misconduct of any such agents or attorneys selected by it with reasonable care. The Agent in its capacity as a Bank hereunder shall have the same rights and powers hereunder as any other Bank and may exercise the same as though it were not acting as the Agent hereunder. Each Bank agrees that it has, any information relating to any Principal Company or any of its Subsidiaries that is communicated to or obtained by independently and without reliance on the bank serving as Agent or any of other Bank, and based on such documents and information as it has deemed appropriate, made its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request own credit analysis of the Required Lenders or in the absence of Company and its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by any Principal Company or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or Subsidiaries in connection with its decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Loan DocumentBank, (w) and based on such documents and information as it shall deem appropriate at the contents of any certificatetime, report continue to make its own analysis and decisions in taking or other document delivered hereunder or thereunder or in connection herewith or therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (y) the validity, enforceability, effectiveness or genuineness of not taking action under this Agreement, any other Loan Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agent. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the other Lenders and the Principal Companies (if received from a Lender) or to the Lenders (if received from any Principal Company).

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Principal Company the Borrowers or any of its their Subsidiaries that is communicated to or obtained by the bank Person serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by any Principal Company the Borrowers or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (v) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (w) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (x) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (y) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Agent. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the other Lenders and the Principal Companies Borrowers (if received from a Lender) or to the Lenders (if received from any Principal Companythe Borrowers).