Common use of Duties of Agents; Exculpatory Provisions Clause in Contracts

Duties of Agents; Exculpatory Provisions. (a) The Agents’ duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and an 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, (i) an Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) an 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 an Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose any Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law and (iii) an Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity.

Duties of Agents; Exculpatory Provisions. (a) The Agents’ An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and an no Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, an Agent (i) an Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) an 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 an Agent is but shall be required to exercise as directed act or refrain from acting (and shall be fully protected in writing by so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose any such Agent or any of its Affiliates to liability or that it determines in good faith is contrary to any Loan Document this Agreement or applicable law Law, (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing and (iii) an Agent shall not, except as expressly set forth herein and in the other Loan Documentsherein, shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower Borrowers or any Affiliates of their Affiliates Borrowers that is communicated to or obtained by the Person bank serving as an Agent or any of its Affiliates in any capacity.

Duties of Agents; Exculpatory Provisions. (a) The Agents’ duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and an 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, (i) an Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) an 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 an Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose any Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law and (iii) an Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity.

Duties of Agents; Exculpatory Provisions. (a) The Agents’ An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and an no Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, an Agent (i) an Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) an 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 an Agent is but shall be required to exercise as directed act or refrain from acting (and shall be fully protected in writing by so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose any such Agent or any of its Affiliates to liability or that it determines in good faith is contrary to any Loan Document this Agreement or applicable law Law, (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing and (iii) an Agent shall not, except as expressly set forth herein and in the other Loan Documentsherein, an Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of their its Affiliates that is communicated to or obtained by the Person bank serving as an Agent or any of its Affiliates in any capacity.

Duties of Agents; Exculpatory Provisions. (a) The Agents’ duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and an 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, (i) an Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) an 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 an Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose any Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law, and (iii) an Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity.

Duties of Agents; Exculpatory Provisions. (a) The Agents’ duties hereunder and under the other Loan Operative Documents are solely ministerial and administrative in nature and an no Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan DocumentsOperative Documents and no duties or obligations shall be implied. Without limiting the generality of the foregoing, (i) an no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) an 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 an Agent is but shall be required to exercise as directed act or refrain from acting (and shall be fully protected in writing by so acting or refraining from acting) upon the Required written direction of the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Operative Documents), provided that an no Agent shall not be required to take any action that, in its good faith opinion or in the opinion of its counsel, may expose any such Agent or any of its Affiliates to liability or that is contrary to any Loan Operative Document or applicable law and (iii) an law. Each Agent shall not, except as expressly set forth herein and be fully justified in the other Loan Documents, have failing or refusing to take any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower action under this Agreement or any of their Affiliates that is communicated other Operative Document unless it shall first be indemnified to or obtained its satisfaction by the Person serving as an Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take, or refraining from taking any such action. No Agent shall be required to expend or risk any of its Affiliates own funds or otherwise incur any liability, financial or otherwise, in the performance of any capacityof its duties hereunder or under any other Operative Document.

Duties of Agents; Exculpatory Provisions. (a) The Agents’ DIP Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and an the DIP 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, (i) an Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) an the DIP 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 an Agent is but shall be required to exercise as directed act or refrain from acting (and shall be fully protected in writing by so acting or refraining from acting) upon the written direction of the Required DIP Lenders (or such other number or percentage of the DIP Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that an the DIP Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose any the DIP Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law and (iii) an Agent shall notApplicable Law, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable including for the failure to discloseavoidance of doubt, any information relating to any Borrower action that may be in violation of the automatic stay under the Bankruptcy Code or any other debtor relief law or that may effect a forfeiture, modification or termination of their Affiliates that is communicated to property of a Defaulting Lender in violation of the Bankruptcy Code or obtained by the Person serving as an Agent or any of its Affiliates in any capacityother debtor relief law.