Common use of Limitation of Duties of Agents Clause in Contracts

Limitation of Duties of Agents. No Agent shall not have any duties or obligations except those expressly set forth in the Financing Documents. Without limiting the generality of the foregoing, (a) no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Financing Documents that such Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Financing Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Financing Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of any Financing Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article 3 or elsewhere in any Financing Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limitation of Duties of Agents. No Agent shall not have any duties or obligations except those expressly set forth in the Financing Loan Documents. Without limiting the generality of the foregoing, (a) no neither Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Financing Loan Documents that such Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2)9.2) or by the Export-Related Lender to the extent the requested action pertains solely to the Export-Related Priority Collateral, and (c) except as expressly set forth in the Financing Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Loan Party or any of its Subsidiaries that is communicated to or obtained by the Person bank serving as such an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.29.2) or with the consent or at the request of the Export-Related Lender to the extent the action or omission relates solely to the Export-Related Priority Collateral or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the a Borrower Representative or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or any Export-Related Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document or any Export-Related Financing Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or any Export-Related Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any Export-Related Financing Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article 3 IV or elsewhere in any Financing Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgents.

Limitation of Duties of Agents. No Agent shall not have any duties or obligations except those expressly set forth in the Financing Loan Documents. Without limiting the generality of the foregoing, (a) no neither Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Financing Loan Documents that such Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.29.2), and (c) except as expressly set forth in the Financing Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Loan Party or any of its Subsidiaries that is communicated to or obtained by the Person bank serving as such an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.29.2) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower Borrowers or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Financing Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Financing Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Financing Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Financing Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article 3 IV or elsewhere in any Financing Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgents.