Rights and Duties of Agent. (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Agent shall act honestly and in good faith with a view to the best interests of the Warrantholders as a group and shall exercise the degree of care, diligence and skill that a reasonably prudent warrant Agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Agent from or require any other person to indemnify the Agent against liability for its own negligence, wilful misconduct or bad faith.
Rights and Duties of Agent. The Agent will have and be entitled to exercise all such powers hereunder as are specifically delegated to the Agent by the terms hereof, together with such powers as are incidental thereto. The Agent may execute any of its duties hereunder by or through agents and will be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. The Agent and any nominee on its behalf will be bound to exercise in the holding of the Pledged Securities and other Collateral only the same degree of care as it would exercise with respect to similar property of its own held in the same place. Neither the Agent, nor any Lender, nor any nominee acting on behalf of the Agent or any Lender, nor any director, officer or employee of the Agent or any Lender or such nominee, will be liable for any action taken or admitted to be taken by it hereunder or in connection herewith except for its own gross negligence or wilful misconduct.
Rights and Duties of Agent. (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Agent will act honestly and in good faith with a view to the best interests of the Warrantholders, and will exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. Subject to the foregoing, the Agent will not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it will have been required so to do under the terms hereof; nor will the Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice will distinctly specify the default desired to be brought to the attention of the Agent and in the absence of any such notice the Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained therein. Any such notice will in no way limit any discretion herein given to the Agent to determine whether or not the Agent will take action with respect to any default.
Rights and Duties of Agent
