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

Duties of Agent; Exculpatory Provisions. (a) The Agent’s duties hereunder and the Japan Local Currency Agent’s duties under the Japan Local Currency Addendum are solely ministerial and administrative in nature and neither the Agent nor the Japan Local Currency Agent shall have any duties or obligations except those expressly set forth herein or in the Japan Local Currency Addendum. Without limiting the generality of the foregoing, neither the Agent nor the Japan Local Currency Agent shall have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Majority Banks or the Majority Japan Local Currency Banks, as applicable (or such other number or percentage of the Banks as shall be expressly provided for herein or in the Japan Local Currency Addendum, as applicable), provided that neither the Agent nor the Japan Local Currency Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent, the Japan Local Currency Agent or any of their respective Affiliates to liability or that is contrary to this Agreement, the Japan Local Currency Addendum or applicable law.