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 Transaction 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 Transaction Documents that the Agent is required to exercise in writing by the Required Holders, and (c) except as expressly set forth herein and in the other Transaction Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company, the Delaware Sub or any of the Company’s other 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 Holders 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 the Company, the Delaware Sub or a Holder, 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 Transaction 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 Transaction 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 Holders and the (if received from a Holder) or to the Holders (if received from the Company or the Delaware Sub).

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction 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 Transaction Loan Documents that the Agent is required to exercise in writing by the Required HoldersLenders, and (c) except as expressly set forth herein and in the other Transaction 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 the Company, the Delaware Sub any Principal Company or any of the Company’s other 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 Holders 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 the Company, the Delaware Sub any Principal Company or a HolderLender, 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 Transaction 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 Transaction 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 Holders Lenders and the Principal Companies (if received from a HolderLender) or to the Holders Lenders (if received from the Company or the Delaware Subany Principal Company).

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction 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 an Event of 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 Transaction Loan Documents that the Agent is required to exercise in writing by the Required Majority Holders, and (c) except as expressly set forth herein and in the other Transaction Loan Documents, the Agent shall not have any duty to disclose, and nor shall not be liable for the failure to disclose, any information relating to the Company, the Delaware Sub Company or any of the Company’s other its Subsidiaries that is communicated to or obtained by the bank entity serving as Agent or any of its Affiliates 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 Majority Holders or in the absence of its own gross negligence or willful misconduct. The Agent shall not be deemed not to have knowledge of any Event of Default unless and until notice thereof is given to the Agent by the Company, the Delaware Sub Company or a Holder, 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 Transaction 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 Transaction 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 such agent shall give prompt notice thereof to the other Holders and the Company (if received from a Holder) or to the Holders (if received from the Company or the Delaware SubCompany).

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction 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 Transaction Loan Documents that the Agent is required to exercise in writing by the Required HoldersLenders, and (c) except as expressly set forth herein and in the other Transaction 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 the Company, the Delaware Sub any Principal Company or any of the Company’s other 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 Holders 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 the Company, the Delaware Sub any Principal Company or a HolderLender, 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 Transaction 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 Transaction 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 Holders and the (if received from a Holder) or to the Holders (if received from the Company or the Delaware Sub).into

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction Operative 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 or Event of 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 Transaction Operative Documents that the Agent is required to exercise in writing by the Required HoldersLenders, and (c) except as expressly set forth herein and in the other Transaction Operative Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company, the Delaware Sub Company or any of the Company’s other its Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates 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 Holders 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 or Event of Default unless and until notice thereof is given to the Agent by the Company, the Delaware Sub Company or a HolderLender, 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 Transaction Operative 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 Transaction Operative 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 Holders Lenders and the Company (if received from a HolderLender) or to the Holders Lenders (if received from the Company or the Delaware SubCompany).

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction 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 Transaction Loan Documents that the Agent is required to exercise in writing by the Required HoldersLenders, and (c) except as expressly set forth herein and in the other Transaction 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 the Company, the Delaware Sub Borrowers or any of the Company’s other 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 Holders 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 the Company, the Delaware Sub Borrowers or a HolderLender, 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 Transaction 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 Transaction 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 Holders Lenders and the Borrowers (if received from a HolderLender) or to the Holders Lenders (if received from the Company or the Delaware SubBorrowers).

Duties of Agent. The Owner hereby irrevocably authorizes Agent to receive and disburse funds in accordance with the provisions of this Deposit and Security Agreement and, subject to Agent having been directed in writing and been offered satisfactory indemnity to take such action in accordance with the terms of this Deposit and Security Agreement, to take such action on its behalf under the provisions of this Deposit and Security Agreement and to exercise such powers thereunder as are specifically delegated to Agent by the terms thereof and such other powers as are reasonably incidental thereto. Agent is hereby irrevocably authorized to take all actions on behalf of Owner to enforce the rights and remedies of the Agent and Owner provided for herein or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured Obligations; provided, however, that, (i) Agent shall not have any duties or obligations act solely at and in accordance with the written direction of Owner and (ii) Agent shall not, except those as otherwise expressly set forth herein herein, without the written consent of Owner, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under this Deposit and in the other Transaction DocumentsSecurity Agreement. Without limiting the generality Agent agrees to make such demands and give such notices under this Deposit and Security Agreement as may be requested by, and to take such action to enforce this Deposit and Security Agreement and to foreclose upon, collect and dispose of the foregoingCollateral or any portion thereof as may be directed by, (a) the Owner, PROVIDED, HOWEVER, that Agent shall not be required to take any action that is contrary to law or the terms of this Deposit and Security Agreement. Once a direction to take any action has been given by Owner to Agent, and subject to any fiduciary other directions which may be given from time to time by Owner, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or other implied dutiesdismiss any legal proceeding, regardless with or without prejudice) shall be made by Agent, with the assistance and upon the advice of whether a Default has occurred and is continuing, (b) its counsel. Notwithstanding 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 provisions of the other Transaction Documents that the Agent is required to exercise in writing by the Required Holders, and (c) except as expressly set forth herein and in the other Transaction Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclosepreceding sentence, any information relating and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, shall require the Company, the Delaware Sub or any approval of the Company’s other 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 Holders 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 the Company, the Delaware Sub or a Holder, 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 Transaction 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 Transaction 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 Holders and the (if received from a Holder) or to the Holders (if received from the Company or the Delaware Sub)Owner.

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction 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 Transaction Loan Documents that the Agent is required to exercise in writing by the Required HoldersLenders, and (c) except as expressly set forth herein and in the other Transaction 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 the Company, the Delaware Sub Company or any of the Company’s other 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 Holders 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 the Company, the Delaware Sub Company or a HolderLender, 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 Transaction 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 Transaction 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 Holders Lenders and the Company (if received from a HolderLender) or to the Holders Lenders (if received from the Company or the Delaware SubCompany).

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. In performing such duties and in responsibilities, the other Transaction 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, 1999 CREDIT AGREEMENT -35- 40 unless the Agent has actual knowledge thereof, the Agent shall not be subject deemed to have knowledge of the occurrence of any fiduciary Event of Default or other implied dutiesany Default, regardless and need not take or continue any action with respect thereto or toward the enforcement of whether a Default has occurred and is continuingthis Agreement, (b) the Agent shall not have Notes, or any duty Guaranty nor prosecute or defend any suit with respect to take this Agreement, the Notes, or any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or Guaranty unless directed to do so by the other Transaction Documents that the Majority Lenders 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 Holders, may employ agents and (c) except as expressly set forth herein and in the other Transaction 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 Lender hereunder shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Agent hereunder. Each Lender agrees that it has, any information relating to independently and without reliance on the Company, the Delaware Sub or any of the Company’s other Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of other Lender, 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 Holders 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 the Company, the Delaware Sub or a Holder, Company 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 Transaction DocumentLender, (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 Transaction 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 Holders and the (if received from a Holder) or to the Holders (if received from the Company or the Delaware Sub).

Duties of Agent. The Each Owner hereby irrevocably authorizes Agent to receive and disburse funds in accordance with the provisions of this Deposit and Security Agreement and, subject to Agent having been directed to take such action in accordance with the terms of this Deposit and Security Agreement, to take such action on its behalf under the provisions of any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to Agent by the terms thereof and such other powers as are reasonably incidental thereto. Agent is hereby irrevocably authorized to take all actions on behalf of Owners to enforce the rights and remedies of the Agent and Owners provided for herein or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured Obligations; provided, however, that, except as otherwise specified herein, (i) Agent shall not have any duties or obligations except those expressly set forth herein act solely at and in accordance with the other Transaction Documentswritten direction of Owners and (ii) Agent shall not, without the written consent of all Owners, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under this Deposit and Security Agreement. Without limiting the generality Agent agrees to make such demands and give such notices under this Deposit and Security Agreement as may be requested by, and to take such action to enforce this Deposit and Security Agreement and to foreclose upon, collect and dispose of the foregoingCollateral or any portion thereof as may be directed by, (a) the Owners, PROVIDED, HOWEVER, that Agent shall not be required to take any action that is contrary to law or the terms of this Deposit and Security Agreement. Once a direction to take any action has been given by Owners to Agent, and subject to any fiduciary other directions which may be given from time to time by Owners, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or other implied dutiesdismiss any legal proceeding, regardless with or without prejudice) shall be made by Agent, with the assistance and upon the advice of whether a Default has occurred and is continuing, (b) its counsel. Notwithstanding 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 provisions of the other Transaction Documents that the Agent is required to exercise in writing by the Required Holders, and (c) except as expressly set forth herein and in the other Transaction Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclosepreceding sentence, any information relating and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves, or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all Owners pursuant to the Company, the Delaware Sub or any of the Company’s other 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 Holders 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 the Company, the Delaware Sub or a Holder, 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 Transaction 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 Deposit and Security Agreement, any other Transaction Document or any other agreement, instrument or document, or (z) also shall require the satisfaction unanimous approval 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 Holders and the (if received from a Holder) or to the Holders (if received from the Company or the Delaware Sub)all Owners.

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction 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 Transaction Loan Documents that the Agent is required to exercise in writing by the Required HoldersLenders, and (c) except as expressly set forth herein and in the other Transaction 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 the Company, the Delaware Sub Borrowers or any of the Company’s other 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 Holders 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 the Company, the Delaware Sub Borrowers or a HolderLender, 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 Transaction 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 Transaction 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 Holders Lenders and the Borrowers (if received from a HolderLender) or to the Holders Lenders (if received from the Company or the Delaware SubBorrowers).

Duties of Agent. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction 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 Transaction Loan Documents that the Agent is required to exercise in writing by the Required HoldersLenders, and (c) except as expressly set forth herein and in the other Transaction 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 the Company, the Delaware Sub any Principal Company or any of the Company’s other 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 Holders 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 the Company, the Delaware Sub any Principal Company or a HolderLender, 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 Transaction 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 Second Amended & Restated Credit Agreement, any other Transaction 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 Holders and the (if received from a Holder) or to the Holders (if received from the Company or the Delaware Sub).