Common use of Nature of Duties of Agent Clause in Contracts

Nature of Duties of Agent. The Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement and the other Credit Documents. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Agent by the Borrower or any Lender. The duties of the Agent shall be mechanical and administrative in nature; and nothing in this Credit Agreement or in the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations or other duties in respect of this Credit Agreement or in the other Credit Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: (a) 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) 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 Documents that the 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 Credit Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and (c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity.

Nature of Duties of Agent. The Agent shall not have no any duties or responsibilities obligations except those expressly set forth in this Credit Agreement and the other Credit Loan Documents. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Agent by the Borrower or any Lender. The duties of the Agent shall be mechanical and administrative in nature; and nothing in this Credit Agreement or in the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations or other duties in respect of this Credit Agreement or in the other Credit Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or 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 those discretionary rights and powers expressly contemplated hereby or by the other Credit Loan Documents that the 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 necessary under the circumstances as provided for herein or in the other Credit Documentsherein), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and and (c) shall not, except as expressly set forth herein and in the other Credit 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 Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it, its sub-agents or attorneys-in-fact 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 herein) in the absence of its own gross negligence or willful misconduct. The Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or any Lender, and the Agent 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, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent. The Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties.

Nature of Duties of Agent. The Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement and the other Credit Loan Documents. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless herewith except to the extent caused by its or their gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Agent by the Borrower or any Lendermisconduct. The duties of the Agent shall be mechanical and administrative in nature; and nothing in . Agent shall not have by reason of this Credit Agreement or in the other Credit Documents, expressed Loan Documents a fiduciary relationship or implied, is intended to or shall be so construed as to impose upon the Agent any obligations or other duties duty in respect of this Credit Agreement or in the other Credit Documents except as expressly set forth herein or thereinany Lender. Without limiting limitation of the generality of the foregoing, the Agent: : (a) may treat each Lender party hereto as the holder of Obligations until Agent receives written notice of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender and in form satisfactory to Agent in the exercise of its discretion in good faith; (b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it or them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranties or representations to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations made in or in connection with this Agreement or any other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Borrower or any of its Subsidiaries, to inspect any of the Property (including the books and records) of any Borrower or any of its Subsidiaries, to monitor the financial condition of any Borrower or any of its Subsidiaries or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (e) shall not be subject responsible to any fiduciary Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (f) shall not be liable to any Lender for any action taken, or inaction, by Agent upon the instructions of Requisite Lenders pursuant to Section 10.2 or refraining to take any action pending such instructions; (g) shall not be liable for any apportionment or distributions of payments made by it pursuant to Section 2.8 absent gross negligence or willful misconduct; (h) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate, message, instrument, writing or other implied dutiescommunication (which may be by telephone, regardless facsimile, telegram, cable, telex, or electronic mail) believed in good faith by it to be genuine and signed or sent by the proper party or parties; (i) shall not be liable to confirm the satisfaction of whether any condition set forth herein or in any of the other Loan Documents other than to confirm receipt of items expressly required to be delivered solely to Agent; (j) shall not be liable for the value of the Loan Collateral; (k) shall not be liable for any loss or depreciation of, lack of insurance on, or failure to realize on, any Loan Collateral or for the failure or delay in collecting or receiving payment of any sums from a Borrower or any of its Subsidiaries, or for any mistake, omission, or error of judgment in passing upon or accepting any Loan Collateral, or in the making of any examination, or for granting extensions or indulgences to a Borrower or any of its Subsidiaries permitted to be made hereunder or any of the other Loan Documents; (l) shall not be liable with respect to the income or withholding Tax status with respect to any interest on, or fees in respect of, the Loans; and (m) may assume that no Default or Event of Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action , unless Agent has actual knowledge thereof, has received notice from a Borrower or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that Accountants stating the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage nature of the Lenders as shall be expressly provided for herein Default or in Event of Default, or has received notice from a Lender stating the other Credit Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance of doubt any action that may be in violation nature of the automatic stay under any debtor relief law Default or Event of Default and that may effect a forfeiture, modification such Lender considers the Default or termination Event of property of a Defaulting Lender in violation of any debtor relief law; and (c) shall not, except as expressly set forth herein Default to have occurred and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacitycontinuing.

Nature of Duties of Agent. The Agent shall not have no any duties or responsibilities obligations except those expressly set forth in this Credit Agreement and the other Credit Loan Documents. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Agent by the Borrower or any Lender. The duties of the Agent shall be mechanical and administrative in nature; and nothing in this Credit Agreement or in the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations or other duties in respect of this Credit Agreement or in the other Credit Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or 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 those discretionary rights and powers expressly contemplated hereby or by the other Credit Loan Documents that the 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 necessary under the circumstances as provided for herein or in the other Credit DocumentsSection 10(d)), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and and (c) shall not, except as expressly set forth herein and in the other Credit 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 Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it, its sub-agents or attorneys-in-fact 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(d)) or in the absence of its own gross negligence or willful misconduct. The Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a "Default" or "Event of Default" hereunder) is given to the Agent by the Borrower or any Lender, and the Agent 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, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Section 6 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent. The Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties.

Nature of Duties of Agent. The (a) Agent shall not have no duties duties, obligations or responsibilities except those expressly set forth in this Credit Agreement and the other Credit Loan Documents; provided, however, that Agent shall have no duties, obligations or responsibilities hereunder or under the other Loan Documents nor any obligation or duty to act or refrain from acting under this Agreement or the other Loan Documents, unless and until such time as Agent has received the Agent’s Fee described in Section 3.2(a), it being acknowledged and agreed that such Agent’s Fee is due and payable to Agent upon Agent’s execution of this Agreement. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Agent by the Borrower or any Lendermisconduct. The duties of the Agent shall be mechanical mechanical, ministerial and administrative in nature; Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary relationship in respect of any Lender; and nothing in this Credit Agreement or in the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations or other duties in respect of this Credit Agreement or in the other Credit Loan Documents except as expressly set forth herein herein. Notwithstanding any provision in this Agreement or therein. Without limiting the generality of other Loan Documents to the foregoingcontrary, Agent shall have no obligation to prepare, complete, fill out, delivery or supply any tax forms or other tax reports or documents relating to the Loans, the Agent: (a) payments received under this Agreement and the other Loan Documents from Borrower or the other transactions contemplated under this Agreement and the other Loan Documents and each Lender shall not be subject to responsible for any fiduciary such tax forms, reports and documents that might be required in connection with the Loans, the payments received under this Agreement and the other Loan Documents from Borrower or the other implied duties, regardless of whether a Default transactions contemplated under this Agreement and the other Loan Documents. Each Lender acknowledges and agrees that in no event shall Agent be responsible for any incidental or Event of Default has occurred consequential damages and is continuing;each Lender hereby waives any right or claim against Agent for any such damages. (b) shall not have any duty to take any discretionary action Wherever Agent’s judgment, consent, approval, determination or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby discretion is required under this Agreement or by the other Credit Loan Documents that the 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 Credit Documents), provided that the Agent shall not be required have an option, election, or right of determination or requirement or any other power to take decide or require any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and (c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information matter relating to the Borrower terms of this Agreement or the other Loan Documents, including any right to determine that something is satisfactory or not (“Decision Power”), such Decision Power shall be exercised in the sole and absolute discretion of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving Agent except as the Agent or any of its Affiliates in any capacitymay be otherwise expressly and specifically provided herein.

Nature of Duties of Agent. The Agent shall not have no any duties or responsibilities obligations except those expressly set forth in this Credit Agreement and the other Credit Loan Documents. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Agent by the Borrower or any Lender. The duties of the Agent shall be mechanical and administrative in nature; and nothing in this Credit Agreement or in the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations or other duties in respect of this Credit Agreement or in the other Credit Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or 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 those discretionary rights and powers expressly contemplated hereby or by the other Credit Loan Documents that the 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 necessary under the circumstances as provided for herein or in the other Credit DocumentsSection 10.2), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and and (c) shall not, except as expressly set forth herein and in the other Credit 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 Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it, its sub-agents or attorneys-in-fact 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. The Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a “Default” or “Event of Default” hereunder) is given to the Agent by a Loan Party or any Lender, and the Agent 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, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent. The Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties.

Nature of Duties of Agent. The (a) Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement and the other Credit Loan Documents. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it or them as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Agent by the Borrower or any Lendermisconduct. The duties of the Agent shall be mechanical and administrative in nature; and nothing in this Credit Agreement . Agent does not have a fiduciary relationship with or in the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations or other implied duties in respect of this Credit Agreement or in the other Credit Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: (a) shall not be subject to any fiduciary Lender or other implied duties, regardless any participant of whether a Default or Event of Default has occurred and is continuing;any Lender. (b) shall not have Agent may execute any duty to take of its duties under this Agreement or any discretionary action other Loan Document by or exercise any discretionary powersthrough agents, except discretionary rights employees or attorneys-in-fact and powers expressly contemplated hereby or by the other Credit Documents that the 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 Credit Documents), provided that the entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law, including responsible for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any debtor relief law; andagent or attorney-in-fact that it selects with reasonable care. (c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any None of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates directors, officers, employees or agents shall be liable for (i) any action taken or omitted to be taken by any of them at the direction of the Required Lenders (or, where so required, such greater percentage of the Lenders) or (ii) any other action taken or omitted to be taken by any of them under or in connection with this Agreement or any capacityother Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct, in each case, as determined in a final, non-appealable decision by a court of competent jurisdiction; for the avoidance of doubt, no action taken or omitted to be taken in accordance with clause (i) above shall constitute gross negligence or willful misconduct).

Nature of Duties of Agent. The Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement and the other Credit DocumentsAgreement. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgmentmisconduct. The Agent shall be deemed not to have knowledge exercise the same standard of any Default or Event of Default unless care in performing its duties and until notice describing such Default or Event of Default is given to discharging its responsibilities as Agent for the Agent by the Borrower or any LenderBanks as it exercises when acting solely for its own account as a lender. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Bank; and nothing in this Credit Agreement or in the other Credit DocumentsAgreement, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations or other duties in respect of this Credit Agreement or in the other Credit Documents except as expressly set forth herein or thereinherein. Without limiting The Agent, by fax, shall send each Bank (i) a copy of each request for an Advance within one (1) day after the generality Agent's receipt of the foregoingrequest, and (ii) within one (1) day after the Agent: receipt of its request, notice of each request for a Letter of Credit and Acceptances. The Agent is hereby expressly authorized on behalf of the Banks, without hereby limiting any implied authority, (a) shall not be subject to receive on behalf of each of the Banks any fiduciary payment of principal of or interest on the Loans, any amounts due in respect of Letters of Credit and Acceptance, fees and all other implied dutiesamounts accrued hereunder paid to the Agent, regardless and to distribute to each Bank its Pro Rata Share of whether a Default all payments so received (except as otherwise provided in Section 2.7.3, or Event elsewhere herein to the extent any of Default has occurred and is continuing; such amounts are for the account of the Agent or the Issuer), (b) to distribute to each Bank copies of all notices, agreements and other material as provided for in this Agreement and the other Loan Documents as received by the Agent (but without obligating the Agent to do so except as expressly set forth herein) and (c) to take all actions with respect to this Agreement and the other Loan Documents as are specifically delegated to the Agent. The Banks hereby acknowledge that the Agent shall not have any be under no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or permitted to be taken by the Agent pursuant to the provisions of this Agreement or any of the other Credit Loan Documents that the Agent is required to exercise as directed unless it shall be requested in writing to do so by the Required Lenders (Lenders, or such other number or percentage all of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and (c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacityBanks.