Exclusionary Provisions Sample Clauses

Exclusionary Provisions. (a) The Agent and the US Agent shall not have any duties or obligations except those expressly set forth in this Agreement and in the other Credit Facility Documents. Without limiting the generality of the foregoing, the Agent and the US Agent: (i) 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; (ii) 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 Credit Facility Documents that the Agent or the US Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Credit Facility Documents), but the Agent or the US Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent or the US Agent to liability or that is contrary to any Credit Facility Document or to applicable Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Agent or the US Agent or any of its Affiliates in any capacity. (b) Neither the Agent nor the US Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by the Agent or the US Agent (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as is necessary, or as the Agent or the US Agent believes in good faith is necessary, under the provisions of the Credit Facility Documents), or (ii) in the absence of gross negligence or wilful misconduct on the part of the Agent or the US Agent (as applicable). The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing the Default or Event of Default is given to the Agent by a Borrower or a Lender, and the US Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing the Default or Event of Default is given to the US Agent by a Borrower, a Lender or the Agent. (c) Except as otherwise expressly specified in this Agreement, the Agent and the ...