Common use of Limited Scope of Duties Clause in Contracts

Limited Scope of Duties. (a) Nothing in this Agreement, expressed or implied, is intended to, or shall be construed as to, impose upon the Agent any duties or responsibility in respect of this Agreement. The relationship between the Agent and each of the Banks is that of agent and principal only and the respective duties and obligations of the Agent are of an administrative and mechanical nature only. Nothing in this Agreement shall be construed so as to constitute the Agent as a trustee for any Bank or to impose upon the Agent any duties or responsibilities other than those for which express provision is made herein. Except where otherwise expressed or implied, the Agent, in performing its duties and functions hereunder and under the other Loan Documents, does not assume, and shall not be deemed to have assumed, any obligations toward, or relationship of agency or trust with or for, the Borrower. (b) Except for notices, financial statements and other documents expressly required to be furnished to the Banks by the Agent pursuant to the provisions of this Agreement, or the other Loan Documents, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information concerning the business or financial condition of the Borrower which may come into the possession of the Agent or any of its Affiliates, whether before or after the making of any Advance hereunder, nor shall the Agent have any duty to inspect the properties or books of the Borrower. (c) The Agent shall be entitled to assume that no Event of Default or Default has occurred and is continuing, unless such Agent has received written notice from a Bank or the Borrower, as the case may be, that such Bank or Borrower, as the case may be, considers that an Event of Default or Default has occurred and is continuing and specifying the nature thereof. (d) So long as the Agent shall be entitled, pursuant to Section 9.5(c), to assume that no Event of Default or Default has occurred and is continuing, the Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement and the other Loan Documents, except that (i) subject to Section 9.5(e) hereof, the Agent shall not exercise any rights under Article 8 hereof except upon the written consent or written instructions of the Majority Banks and (ii) the Agent shall be required to act or not act upon the written instruction of the Majority Banks (or the Banks comprising such other percentage in interest of the Banks as provided herein) and such exercise of discretion shall be binding on all the Banks. Any such instructions shall be binding upon the Agent and the Banks (including, but not limited to, any Bank which has not signed such instructions or which has dissented from the actions or inactions specified in such instructions); provided, however, that the Agent shall not be required to act or -------- ------- not to act if to do so, in its sole judgment, would expose the Agent to liability or would be contrary to this Agreement, the Notes, the other Loan Documents or to applicable law, except that the Agent shall so act or not act if doing so would expose it to liability if and only if it shall have received from the Banks such indemnities as it shall require against all such liabilities and any and all expenses, including fees and expenses of its counsel satisfactory to it in its sole judgment. (e) In the event that the Agent shall have acquired actual knowledge of a Default or Event of Default, the Agent shall promptly give notice thereof to the Banks and shall take such action and assert such rights under this Agreement, and/or under the other Loan Documents as the Majority Banks shall direct, provided that the Agent shall not be required to act or not to act if to -------- do so would expose the Agent to liability or would be contrary to this Agreement, the other Loan Documents or applicable law, and provided further, -------- ------- that if the Majority Banks entitled so to direct the Agent shall fail, for ten (10) days after the giving of such notice, so to direct the Agent, the Agent may take, or direct the Collateral Agent to take, such action and assert such rights as shall be reasonably necessary in its discretion to preserve or protect the Collateral, including the marketability, value and integrity thereof and the Lien of the Collateral Agent with respect thereon.

Limited Scope of Duties. (a) Nothing in this Agreement, expressed or implied, is intended to, or shall be construed as to, impose upon the any Agent any duties or responsibility in respect of this AgreementAgreement except as expressly set forth herein or Section 9.01 hereof. The relationship between the each Agent and each of the Banks is that of agent and principal only and the respective duties and obligations of the such Agent are is of an administrative and mechanical nature only. Nothing in this Agreement shall be construed so as to constitute the any Agent as a trustee or fiduciary for any Bank or to impose upon the any Agent any duties or responsibilities other than those for which express provision is made herein. Except where otherwise expressed or implied, the Agent, in performing its duties and functions hereunder and under the other Loan Documents, does not assume, and shall not be deemed to have assumed, any obligations toward, or relationship of agency or trust with or for, the Borrower. (b) Except for notices, financial statements and other documents documents, if any, expressly required to be furnished to the Banks by the any Agent pursuant to the provisions of this Agreement, or the other Loan Documents, the no Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information concerning the business or financial condition of the Borrower which may come into the possession of the such Agent or any of its Affiliates, whether before or after the making of any Advance Loan hereunder, nor shall the any Agent have any duty to inspect the properties or books of the Borrower. (c) The Each Agent shall be entitled to assume that no Event of Default or Default has occurred and is continuing, continuing unless such Agent has received written notice from another Agent, a Bank or the Borrower, as the case may be, stating that such Agent, Bank or Borrower, as the case may be, considers that an Event of Default or Default has occurred and is continuing and specifying the nature thereof. (d) So long as the any Agent shall be entitled, pursuant to Section 9.5(c9.04(c), to assume that no Event of Default or Default has occurred and is continuing, the such Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement and the other Loan Documents, except that (i) subject to Section 9.5(e) hereof, the such Agent shall not be permitted to condition the exercise of any rights which are within its discretion to exercise under Article 8 VIII hereof except upon receipt of the written consent or written instructions of the Majority Banks and (ii) the Agent shall be required any acts or omissions to act or not act upon by such Agent permitted under this Agreement in the written instruction absence of such instructions and in the Majority Banks (or the Banks comprising such other percentage in interest of the Banks as provided herein) and such exercise of discretion shall be binding on all the Banks. Any such instructions shall be binding upon the each Agent and the Banks (including, but not limited to, any Bank which has not signed such instructions or which has dissented from the actions or inactions specified in such instructions); provided, however, that the no Agent shall not be required to act or -------- ------- not to act if to do so, in its sole judgment, would expose the such Agent to liability (which liability would not be covered by the provisions of Section 9.07 or would be contrary to this Agreement, the Notes, the other any Loan Documents Document or to applicable law, except that the Agent shall so act or not act if doing so would expose it to liability if and only if it shall have received from the Banks such indemnities as it shall require against all such liabilities and any and all expenses, including fees and expenses of its counsel satisfactory to it in its sole judgment). (e) In the event that the Agent shall have acquired actual knowledge of a Default or Event of Default, the Agent shall promptly give notice thereof to the Banks and shall take such action and assert such rights under this Agreement, and/or under the other Loan Documents as the Majority Banks shall direct, provided that the Agent shall not be required to act or not to act if to -------- do so would expose the Agent to liability or would be contrary to this Agreement, the other Loan Documents or applicable law, and provided further, -------- ------- that if the Majority Banks entitled so to direct the Agent shall fail, for ten (10) days after the giving of such notice, so to direct the Agent, the Agent may take, or direct the Collateral Agent to take, such action and assert such rights as shall be reasonably necessary in its discretion to preserve or protect the Collateral, including the marketability, value and integrity thereof and the Lien of the Collateral Agent with respect thereon.

Limited Scope of Duties. (a) Nothing in this Agreement, expressed or implied, Agreement is intended to, or shall be construed as to, impose upon the Agent any duties or responsibility in respect of this Agreement except as expressly set forth in this Agreement. The relationship between the Agent and each of the Banks Lenders is that of agent and principal only and the respective duties and obligations of the Agent are of an administrative and mechanical nature only. Nothing in this Agreement shall be construed so as to constitute the Agent as a trustee or fiduciary for any Bank Lender or to impose upon the an Agent any duties or responsibilities other than those for which express provision is made herein. Except where otherwise expressed or implied, the Agent, in performing its duties and functions hereunder and under the other Loan Documents, does not assume, and shall not be deemed to have assumed, any obligations toward, or relationship of agency or trust with or for, the Borrower. (b) Except for notices, financial statements and other documents documents, if any, expressly required to be furnished to the Banks Lenders by the Agent pursuant to the provisions of this Agreement, or the other Loan Documents, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Bank Lender with any credit or other information concerning the business or financial condition of the Borrower which may come into the possession of the Agent or any of its Affiliates, whether before or after the making of any Advance Loan hereunder, nor shall the Agent have any duty to inspect the properties or books of the Borrower. (c) The Agent shall be entitled to assume that no Event of Default or Default has occurred and is continuing, unless such the Agent has actual knowledge of such fact or has received written notice from a Bank Lender or the Borrower, as the case may be, that such Bank Lender or Borrower, as the case may be, considers that an Event of Default or Default has occurred and is continuing and specifying the nature thereof. (d) So long as the Agent shall be entitled, pursuant to Section 9.5(c9.04(c), to assume that no Event of Default or Default has occurred and is continuing, the Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement and the other Loan Documents, except that (i) subject to subparagraph (e) of this Section 9.5(e) hereof9.04, the Agent shall not exercise any rights under Article 8 hereof except upon the written consent or written instructions of the Majority Banks Lenders and (ii) the Agent shall be required to act or not act upon the written instruction instructions of the Majority Banks Lenders (or the Banks Lenders comprising such other percentage in interest of the Banks Lenders as provided herein) and such exercise of discretion shall be binding on all the BanksLenders. Any such instructions shall be binding upon the Agent and the Banks Lenders (including, but not limited to, any Bank Lender which has not signed such instructions or which has dissented from the actions or inactions specified in such instructions); provided, however, that the Agent shall not be required to act or -------- ------- not to act if to do so, in its sole judgment, would expose the Agent to liability (which liability would not be covered by the provisions of Section 9.07) or would be contrary to this Agreement, the Notes, the other Loan Documents or to applicable law, except that the Agent shall so act or not act if doing so would expose it to liability if and only if it shall have received from the Banks Lenders such confirmation of indemnities as it shall require against all such liabilities and any and all expenses, including fees and expenses of its counsel satisfactory to it in its sole judgment. (e) In the event that the Agent shall have acquired actual knowledge of a Default or Event of Default, the Agent shall promptly give notice thereof to the Banks Lenders and shall take such action and assert such rights under this Agreement, and/or under the other Loan Documents as the Majority Banks Lenders shall direct, provided that the Agent shall not be required to act or not to act if to -------- do so would expose the Agent to liability or would be contrary to this Agreement, the other Loan Documents or applicable law, and provided further, -------- ------- that if the Majority Banks Lenders entitled so to direct the Agent shall fail, for ten (10) days after the giving of any such notice, so to direct the Agent, the Agent may take, or direct the Collateral Agent to take, take such action and assert such rights as shall it deems to be reasonably necessary advisable, in its discretion to preserve or protect discretion, for the Collateral, including protection of the marketability, value and integrity thereof interests of the Lenders and the Lien of the Collateral Agent with respect thereonAgent.

Limited Scope of Duties. (a) Nothing in this Agreement, expressed or implied, is intended to, or shall be construed as to, impose upon the Agent any duties or responsibility in respect of this AgreementAgreement except as expressly set forth herein or as set forth in §20.5(b). The Except as set forth explicitly in §20.1(a) hereof, the relationship between the Agent and each of the Banks Lenders is that of agent and principal only and the respective duties and obligations of the Agent are of an administrative and mechanical nature only. Nothing Except as set forth explicitly in §20.1(a) hereof, nothing in this Agreement shall be construed so as to constitute the Agent as a trustee or fiduciary for any Bank Lender, or any Person, or to impose upon the Agent any duties or responsibilities other than those for which express provision is made herein. Except where otherwise expressed or implied, the The Agent, in performing its duties and functions hereunder and under the other Loan Documentshereunder, does not assume, and shall not be deemed to have assumed, any obligations toward, or relationship of agency agency, fiduciary, or trust with or for, for the Borrower. (b) Except for notices, financial statements and other documents expressly required to be furnished to the Banks Lenders by the Agent pursuant to the provisions of this Agreement, or the other Loan Documents, the Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Bank Lender with any credit or other information concerning the business or financial condition of the Borrower which may come into the possession of the Agent or any of its Affiliates, whether before or after the making of any Advance hereunderpursuant hereto, nor shall the Agent have any duty to inspect the properties or books of the Borrower. (c) The Agent shall be entitled to assume that no Event of Default or Default has occurred and is continuing, unless such the Agent has Actual Knowledge of such fact or has received written notice from a Bank Lender or the Borrower, as the case may be, that such Bank Lender or the Borrower, as the case may be, considers that an Event of Default or Default has occurred and is continuing and specifying the nature thereof. In acting as Agent hereunder for the Lenders, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any of its other departments or divisions, and any information received by some other department of the Agent may be treated as confidential and shall be regarded as having been given to the Agent’s agency division. (d) So long as the Agent shall be entitled, pursuant to Section 9.5(c), §20.5(c) to assume that no Event of Default or Default has occurred and is continuing, the Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, of this Agreement and the other Loan DocumentsAgreement, except that (i) subject to Section 9.5(e) hereof, the Agent shall not exercise any rights under Article 8 hereof §9.2 of this Agreement, except upon the written request or with the written consent or written instructions of the Majority Banks Required Lenders in respect of the Loan and (ii) the Commitments or the written request, subject to §20.5 and except that the Agent shall be required to act or not act upon the written instruction instructions of the Majority Banks Required Lenders (or the Banks comprising such other percentage in interest all of the Banks as provided hereinLenders in any circumstances governed by the provisions of §21 of this Agreement) and such exercise of discretion shall be binding on all the Banks. Any such those instructions shall be binding upon the Agent and the Banks Lenders (including, but not limited to, any Bank Lender which has not signed such instructions or which has dissented from the actions or inactions specified in such instructions); provided, however, provided that the Agent shall not be required to act or -------- ------- not to act if to do so, in its sole judgment, would expose the Agent to liability or would be contrary to this Agreement, the Notes, the any other Loan Documents Document or to applicable law, except that the Agent shall so act or not act if doing so would expose it to liability if and only if it shall have received from the Banks Lenders such indemnities against and such security as it shall the Agent may reasonably require (whether by way of payment in advance or otherwise) against all such liabilities liabilities, costs, claims, and any and all expenses, including fees and expenses of its counsel satisfactory to it in its sole judgment. (e) In the event that the Agent shall have acquired actual knowledge Actual Knowledge of a Default or Event of Default, the Agent shall promptly give notice thereof to the Banks Lenders and shall will take such action and assert such rights under this Agreement, Agreement and/or under the other Loan Documents Security Agreement as the Majority Banks Required Lenders shall direct, provided that the Agent shall not be required to act or not to act if to -------- do so would expose the Agent to liability or would be contrary to this Agreement, the other Loan Security Documents or applicable law, law and provided further, -------- ------- further that if the Majority Banks Required Lenders entitled so to direct the Agent shall fail, for ten (10) days after the giving of any such notice, so to direct the Agent, the Agent may take, or direct the Collateral Agent to take, take such action and assert such rights as shall it deems to be reasonably necessary advisable, in its discretion to preserve or protect discretion, for the Collateral, including protection of the marketability, value and integrity thereof interests of the Lenders and the Lien Agent. (f) Notwithstanding anything to the contrary expressed or implied herein or in the Security Documents, the Agent shall not be bound to disclose any other person any information relating to any Lender or the Borrower if such disclosure would or might obviously constitute a breach of any law or regulation or would or might in their opinion be otherwise actionable at the Collateral Agent with respect thereonsuit of any person.