03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 by the Loan Documents that the Administrative 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 Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and (iii) shall not, except as expressly set forth in the Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a Borrower or a Lender. (c) The Administrative 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 this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (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 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Carlyle Group Inc.), Revolving Credit Agreement (Carlyle Group Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent and its Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawApplicable 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
(iii) shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with any Loan Document or the transactions contemplated thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a the Borrower or a Lender.
(c) The Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(d) The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the validityprovisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, perfection the Administrative Agent shall not (a) be obligated to ascertain, monitor or priority inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (b) have any liability with respect to or arising out of any Lien assignment or security interest created participation of Loans or purported to be created under the Security DocumentsCommitments, or the value or sufficiency disclosure of the Collateral or for any failure of any Obligor or any other party confidential information, to any Loan Document to perform its obligations hereunder or thereunderDisqualified Institution.
Appears in 2 contracts
Samples: Credit Agreement (Advanced Energy Industries Inc), Credit Agreement (Advanced Energy Industries Inc)
03Exculpatory Provisions. (a) The Administrative Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent or the Arranger, as applicable, and its Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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
(iii) shall not, except as expressly set forth in the Loan Documents, not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or the L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of its their Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the Person serving as the Administrative Agent or any of its Affiliates in any capacityherein.
(b) The Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderthe L/C Issuer.
(c) The Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder CHAR1\0000000x0 or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
03Exculpatory Provisions. The Agent (aand any sub-agent thereof) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Loan other Note Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:Agent (and any sub-agent thereof):
(ia) 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;
(iib) 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 Loan other Note Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders Required Purchasers (or such other number or percentage of the Lenders Purchasers as shall be expressly provided for herein or in the Loan other Note Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Note Document or applicable lawLaw, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law; and
(iiic) shall not, except as expressly set forth herein and in the Loan other Note Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Note Party or any of its Affiliates or any Collateral that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders Required Purchasers (or such other number or percentage of the Lenders Purchasers as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01herein or under the other Note Documents) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower the Issuer or a Lender.
(c) Purchaser. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Note 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 or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any Loan other Note Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Note Documents, (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent Agent, (vi) the financial condition or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency business affairs of the Collateral or for any failure of any Obligor Issuer or any other party Note Party, or (vii) the use of the proceeds of the Notes. The Agent shall not be responsible for or have any duty to (i) inspect the properties, books or records of the Issuer or any Loan Document other Note Party or any of their respective Affiliates, (ii) file any financing statements or any continuation and/or amendment of any financing statements, in each case to perform its obligations hereunder perfect or thereunder continue the perfection of the Liens in the Collateral, or (iii) make any disclosures with respect to the foregoing or otherwise relating to the Issuer or any other Note Party unless expressly required herein.
Appears in 1 contract
Samples: Note Purchase Agreement (Tailwind Two Acquisition Corp.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
: (ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
; (iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawlawLaw, 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 propertyProperty of a Defaulting Lender in violation of any Debtor Relief Law; and
and (iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken taken, or not taken taken, by it it: (i) with the consent or at the request of the Majority Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in SectionsSection 11.01, Section 9.01) 9.02, Section 9.03 and Section 9.04); or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable, non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
(c) an L/C Issuer. The Administrative 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 this Agreement or any other Loan Document, ,; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder thereunder, or in connection herewith or therewith, ,; (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, ,; (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document; or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Spirit AeroSystems Holdings, Inc.)
03Exculpatory Provisions. (a) The Neither the Administrative Agent nor any Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, none of the Administrative Agent, any Arranger, or any of their respective Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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; andor
(iii) shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or any L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of its their Affiliates that is communicated to, or in the possession of, the Administrative Agent, such Arranger or any of their respective Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the Person serving as the Administrative Agent or any of its Affiliates in any capacityherein.
(b) The Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) Sections 11.01 and 8.02), or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderan L/C Issuer.
(c) The Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Exhibit (AeroVironment Inc)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith -121- shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct misconduct, as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderthe L/C Issuers.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (TopBuild Corp)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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 affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.0111.01 and Section 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower the Borrower, or a Lender.
(c) . The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth specified herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and
(iii) shall not, except as expressly set forth specified herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) Sections 8.01 and 6.02), or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative 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 Administrative Agent in writing by the Borrower, a Borrower Lender or a Lenderan Issuing Bank.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the Credit Agreement performance or observance of any of the covenants, agreements or other terms or conditions set forth specified herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth specified in Article IV III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawlaw including, for the avoidance of doubt, any action that may be in violation of the automatic stay or that may effect a forfeiture, modification or termination of a property interest in violation of any applicable bankruptcy/insolvency laws and the Administrative Agent shall in all cases be fully justified in failing or refusing to act under the Agreement or any other Loan Document unless it first receives further assurances of its indemnification from the Lenders that the Administrative Agent reasonably believes it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expenses and liabilities it may incur in taking or continuing to take any such discretionary action at the direction of the Required Lenders;
(c) shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties under the Loan Documents or in the exercise of any of its rights or powers under this Agreement; and
(iiid) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor of the Borrowers or any of its their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Company, a Borrower Lender or a Lender.
(c) the L/C Issuer. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition present set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent and its Related Parties shall not have any haveany duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the limitingthe generality of the foregoing, the Administrative Agent:
(i) shall Agent:(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default aDefault has occurred and is continuing;
(ii) shall continuing;(b)shall not have any duty to take any discretionary action or exercise any discretionary powersdiscretionarypowers, except discretionary rights and powers expressly contemplated hereby or by the Loan Documents other LoanDocuments that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders RequisiteLenders (or such other number or percentage of the Lenders as shall be expressly provided for in the herein or inthe other Loan Documents), provided Documents),provided that the Administrative Agent shall not be required to take any action thatactionthat, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary iscontrary to any Loan Document or applicable law; and
(iii) shall Applicable Law, including, for the avoidance of doubt, any action thatmay 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;(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty anyduty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Holdings, theBorrower or any of its their respective Subsidiaries or Affiliates that is communicated to or obtained by the Person thePerson serving as the Administrative Agent or any of its Affiliates or any of its Related Parties in anycapacity; and(d)shall not be required to account to any capacityLender or any Issuing Bank for any sum or profitreceived by the Administrative Agent for its own account.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the atthe request of the Majority Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the asthe Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01inSection 9.02 andSections 7.02 ,7.03 and7.04 ) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct willfulmisconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final nonappealable judgment. The Administrative TheAdministrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing suchDefault and indicating that such Default notice is a “Notice of Default” is given to the Administrative Agent by theBorrower, a Borrower Lender or a Lenderan Issuing Bank.
(c) The Administrative Agent and its Related Parties shall not be responsible for or have any duty to ascertain or ascertainor inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other anyother Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder orthereunder or in connection herewith or therewiththerewith (including, without limitation, any report provided to it by anIssuing Bank pursuant toSection 2.06(k)) , (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (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 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.agreements-117-141683210_5 163765871_7 22-31184-1 C1.1 P139
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Holdings, Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent and its Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawApplicable 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
(iii) shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with any Loan Document or the transactions contemplated thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a the Borrower or a Lender.
(c) The Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(d) The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the validityprovisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, perfection the Administrative Agent shall not (a) be obligated to ascertain, monitor or priority inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (b) have any liability with respect to or arising out of any Lien assignment or security interest created participation of Loans or purported to be created under the Security DocumentsCommitments, or the value or sufficiency disclosure of the Collateral or for any failure of any Obligor or any other party confidential information, to any Loan Document to perform its obligations hereunder or thereunderDisqualified Institution.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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 affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.0111.01 and Section 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a the Borrower or a Lender.
(c) . The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a Borrower or the Borrower, a Lender, the Swingline Lender or the L/C Issuer.
(ce) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article ARTICLE IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan DocumentsDocuments and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:Agent or the Arrangers, as applicable, and its Related Parties:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;;
(iib) may, but 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its reasonable opinion or the reasonable opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawApplicable 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
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of its Affiliates their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent herein; shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Except for knowledge of a Default under Section 8.01(a), the Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Company, a Borrower Lender or a Lender.an L/C Issuer; and
(cd) The Administrative Agent shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (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 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.,
Appears in 1 contract
Samples: Credit Agreement (Ares Real Estate Income Trust Inc.)
03Exculpatory Provisions. (a) The None of the Administrative Agent, the Collateral Agent or the Term Loan Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, none of the Administrative Agent, the Collateral Agent or the Term Loan Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent, the Collateral Agent or the Term Loan Agent, as applicable, is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that none of the Administrative Agent, the Collateral Agent or the Term Loan Agent shall not be required to take any action that, in its respective opinion or the opinion of its counsel, may expose the Administrative such Agent or Term Loan Agent to liability or that is contrary to any Loan Document or applicable law; and
(iiic) shall notshall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and nor shall not be liable for the failure to disclose, any information relating to any Obligor the Loan Parties or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent, the Collateral Agent or the Term Loan Agent, or any of its their respective Affiliates in any capacity.
(b) The . None of the Administrative Agent, the Collateral Agent or the Term Loan Agent shall not be liable for any action taken or not taken by it (i) with the consent Consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent or the Administrative Agent Term Loan Agent, as applicable, shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in by a final and non-appealable judgment by of a court of competent jurisdiction. The None of the Administrative Agent, the Collateral Agent or the Term Loan Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to such Person by the Loan Parties, a Lender or the L/C Issuer. If the Administrative Agent by a Borrower or a Lender.
(c) The the Term Loan Agent receives notice of such Default or Event of Default, it shall promptly notify the Administrative Agent or the Term Loan Agent, as applicable, and the Lenders thereof in writing. Upon the occurrence of an Event of Default, the applicable Agent or Term Loan Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable Lenders. Unless and until the Agents shall have received such direction, the Agents may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in the best interest of the Credit Parties. In no event shall the Agents be required to comply with any such directions to the extent that any Agent believes that its compliance with such directions would be unlawful. None of the Administrative Agent, the Collateral Agent or the Term Loan Agent shall be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgents.
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct misconduct, as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderthe L/C Issuers.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (TopBuild Corp)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
: (ia) (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
; (iib) (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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andand -169-Last Saved: 08/19/2013 8:50 pm CG&R Draft 0000000000v1 0000000000
(iiic) (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
. (bd) (d) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) or (ii) Sections 10.01 and 8.02), in each case in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
the L/C Issuer. (ce) (e) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Section 9.04Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or the validityother writing (including any electronic message, perfection Internet or priority of any Lien intranet website posting or security interest created or purported other distribution) reasonably believed by it to be created under genuine and to have been signed, sent or otherwise authenticated by the Security Documentsproper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the value issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or sufficiency the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the Collateral or issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for any failure of any Obligor or any the Borrower), independent accountants and other party to any Loan Document to perform its obligations hereunder or thereunder.experts selected by it, and -170-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.0111.23 and Article IX) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or Event of Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a the Issuing Lender.
(c) . The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The . Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by Xxxxxxxx, a Borrower Lender or a Lender.
(c) The an L/C Issuer. Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/)
03Exculpatory Provisions. (a) The Neither the Administrative Agent nor the Multicurrency Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, neither the Administrative Agent nor the Multicurrency Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent or the Multicurrency Administrative Agent, as applicable, is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the neither the Administrative Agent nor the Multicurrency Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Multicurrency Administrative Agent, as applicable, to liability or that is contrary to any Loan Document or applicable law; and
(iiic) shall notshall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the U.S. Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent, the Multicurrency Administrative Agent or any of its their respective Affiliates in any capacity.
(bd) The Neither the Administrative Agent nor the Multicurrency Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent or the Multicurrency Administrative Agent, as applicable, shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Neither the Administrative Agent nor the Multicurrency Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent or the Multicurrency Administrative Agent by a Borrower Borrower, a Lender or a Lenderthe L/C Issuer.
(ce) The Neither the Administrative Agent nor the Multicurrency Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validityMulticurrency Administrative Agent, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderas applicable.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any such action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor of the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) in accordance with the terms hereof with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or negligence, willful misconduct or material breach of this Agreement or any other Loan Document as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower the Company or a Lender.
(c) . The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 by any other Person of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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; andand
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor of the Borrowers or any of its their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct misconduct, as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Company, a Borrower Lender or a Lenderan L/C Issuer.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Aecom)
03Exculpatory Provisions. (a) The Neither Administrative Agent nor any Joint Lead Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the Loan other Credit Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the no Administrative Agent:Agent nor any Joint Lead Arranger, as applicable:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;;
(iib) 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 Loan other Credit Documents that the such Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the Loan other Credit Documents), provided that the provided, that, neither Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the such Administrative Agent to liability or that is contrary to any Loan Credit Document or applicable lawLaw, 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
(iiic) shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of its Affiliates their Affiliates, that is communicated to to, obtained or obtained by in the Person serving as the possession of, either Administrative Agent Agent, any Joint Lead Arranger or any of its Affiliates their Related Parties in any capacity., except for 98 notices, reports and other documents expressly required to be furnished to the Lenders by the applicable Administrative Agent herein;
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it either Administrative Agent under or in connection with this Agreement or any other Credit Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the such Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Neither Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the such Administrative Agent by a Borrower Borrower, a Lender or a Lender.an L/C Issuer; and
(ce) The Administrative Agent shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Credit 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any Loan other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the such Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.Agent.
Appears in 1 contract
Samples: Cdor Transition Amendment (Graybar Electric Co Inc)
03Exculpatory Provisions. (a) The Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(i) shall not have any duties or responsibilities, except those expressly set forth herein or in any other Loan Document, nor shall the Administrative Agent have or be subject deemed to have any fiduciary relationship with any Lender, Participant or Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other implied dutiesLoan Document or otherwise exist against the Administrative Agent, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, AMERICAS 120651159 130 any information relating to any Obligor Borrower or any of its their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) 9.04 and 7.01), or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default is given to the Administrative Agent in writing by a Borrower or a Lender. Phrases such as “satisfactory to the Administrative Agent”, “approved by the Administrative Agent”, “acceptable to the Administrative Agent”, “as determined by the Administrative Agent”, “in the Administrative Agent’s discretion”, “selected by the Administrative Agent”, and phrases of similar import authorize and permit the Administrative Agent to approve, disapprove, determine, act or decline to act in its discretion, it being understood that the Administrative Agent in exercising such discretion under the Loan Documents shall be acting on the instructions of the Required Lenders (or any or all Lenders to the extent required hereunder) and shall be fully protected in, and shall incur no liability in connection with, acting or failing to (or failing to act while awaiting such instruction) pursuant to such instructions.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or as to the occurrence use of the proceeds of the Advances or of the occurrence, existence or possible existence of any Default or Event of Default, (iv) the effectiveness, genuineness, validity, enforceability, effectiveness collectability or genuineness sufficiency of this Agreement or any Loan Document or for any certifications, representations, warranties, recitals or statements made herein or therein or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other agreementdocuments in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of their respective Affiliates to the Administrative Agent or any Lender, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent Agent, (vi) the existence, value or collectability of the Collateral, any failure to monitor or maintain any part of the Collateral, any loss or diminution in the value of the Collateral, or the validitycreation, perfection or priority of any Lien Lien, or security interest created or purported to be created under the Loan Documents, including the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder, (vii)(A) any recording, filing, or depositing of this Agreement, any other Loan Document or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or to any re-recording, re-filing or re- AMERICAS 120651159 131 depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to any Lien or Collateral, (B) the acquisition or maintenance of any insurance or (D) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral, or (viii) the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of its Affiliates. The Administrative Agent shall not be liable for interest on any money received by it and any amounts on deposit with it shall remain uninvested.
(d) The Administrative Agent is hereby authorized and instructed by each Lender to execute, deliver and perform its obligations under the Reliance Letters. Each Lender from time to time party hereto agrees to be bound by the terms, conditions and limitations of the Reliance Letters.
Appears in 1 contract
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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 affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.0111.01 and Section 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower the Borrower, or a Lender.
(c) . The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent and its Related Parties:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The . Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or 118 at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
(c) The the L/C Issuer. Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Neither the Administrative Agent nor any Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, none of the Administrative Agent, any Arranger, or any of their respective Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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; andor
(iii) shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or any L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of its their Affiliates that is communicated to, or in the possession of, the Administrative Agent, such Arranger or any of their respective Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the Person serving as the Administrative Agent or any of its Affiliates in any capacityherein.
(b) The Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) Sections 11.01 and 8.02), or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderan L/C Issuer.
(c) The Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (AeroVironment Inc)
03Exculpatory Provisions. (a) The Administrative Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent or the Arranger, as applicable:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Obligated Party or Guarantor or any of its their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct misconduct, as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Company, a Borrower Lender or a Lenderthe L/C Issuer.
(ce) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan DocumentsDocuments and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent or the Arrangers, as applicable, and its Related Parties:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) may, but 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its reasonable opinion or the reasonable opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andApplicable 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;
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of its Affiliates their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.herein;
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Except for knowledge of a Default under Section 8.01(a), the Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Company, a Borrower Lender or a Lender.an L/C Issuer; and
(ce) The Administrative Agent shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.Agent;
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Ares Real Estate Income Trust Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature, and none of the Syndication Agent, the Documentation Agent or, except as expressly set forth herein, any Arranger shall have any duties or obligations hereunder. Without limiting the generality of the foregoing, the Administrative Agent:
Agent shall not (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
; (ii) shall not have any duty to take any discretionary action (including the failure to take an action) or exercise any discretionary powers, except (in the case of the Administrative Agent) discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that (including in connection with any transaction contemplated by Section 2.22, 2.23 or 2.24, including as to the calculation of Effective Yield and determination of the terms and conditions of, and the execution and delivery of, any Acceptable Intercreditor Agreement) and which the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders or Required Revolving Lenders (or such other number or percentage of the Lenders as shall be expressly necessary, or as the Administrative Agent believes in good faith shall be necessary, under the relevant circumstances as provided for in the Loan DocumentsSection 9.02), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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 (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Neither the Administrative Agent nor any of its officers, directors, employees or agents shall not be liable for any action taken or not taken by it (i) under or in connection with any of the Loan Documents, including with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII and Section 9.01) or (ii) in 9.02), except to the absence of extent caused by its own gross negligence, bad faith, gross negligence faith or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the LC Exposure or the component amounts thereof. Without limiting the generality of the foregoing, the Administrative Agent shall not be liable to the Lenders or any other Secured Party for, or be responsible for any loss, cost or expense suffered by any Lender or any other Secured Party as a result of, any determination of the Effective Yield or the terms and conditions of any Acceptable Intercreditor Agreement. The Administrative Agent shall not be deemed not to have knowledge or notice of the occurrence of any Default unless and until the Administrative Agent shall have received written notice from a Lender, an Issuing Bank or the Borrower referring to this Agreement, describing such Default and stating that such notice is given to the Administrative Agent by a Borrower or a Lender“notice of default”.
(c) The Administrative No Agent Party shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any financial or other statements, instruments, certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewiththerewith (including any telephonic notice, electronic message, Internet or intranet website posting or other distribution), (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness effectiveness, collectability or sufficiency or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than (in the case of the Administrative Agent) to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.it.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
: (ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
; (iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and
and (iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
. (bd) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) or (ii) Sections 10.01 and 8.02), in each case in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
the L/C Issuer. (ce) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this 178 1002217597 1001820109v3 Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documentsany Loan Document, (v) the value or the sufficiency of any Collateralcollateral, or (vvvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Section 9.04Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or the validityother writing (including any electronic message, perfection Internet or priority of any Lien intranet website posting or security interest created or purported other distribution) reasonably believed by it to be created under genuine and to have been signed, sent or otherwise authenticated by the Security Documentsproper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the value issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or sufficiency the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the Collateral or issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any failure action taken or not taken by it in accordance with the advice of any Obligor such counsel, accountants or experts. Section 9.05Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other party Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document to perform its obligations or any related agreement or any document furnished hereunder or thereunder.. Section 9.06Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any 179 1002217597 1001820109v3
Appears in 1 contract
03Exculpatory Provisions. (a) The Neither Administrative Agent nor any Joint Lead Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the Loan other Credit Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the no Administrative Agent:Agent nor any Joint Lead Arranger, as applicable:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;;
(iib) 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 Loan other Credit Documents that the such Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the Loan other Credit Documents), provided that the provided, that, neither Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the such Administrative Agent to liability or that is contrary to any Loan Credit Document or applicable lawLaw, 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
(iiic) shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of its Affiliates their Affiliates, that is communicated to to, obtained or obtained by in the Person serving as the possession of, either Administrative Agent Agent, any Joint Lead Arranger or any of its Affiliates their Related Parties in any capacity., except for notices, reports 100 and other documents expressly required to be furnished to the Lenders by the applicable Administrative Agent herein;
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it either Administrative Agent under or in connection with this Agreement or any other Credit Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the such Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Neither Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the such Administrative Agent by a Borrower Borrower, a Lender or a Lender.an L/C Issuer; and
(ce) The Administrative Agent shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Credit 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any Loan other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the such Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.Agent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, and in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction and nonappealable judgment, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied obligations or duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andApplicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under the U.S. Bankruptcy Code;
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its branches or Affiliates in any capacity;
(iv) shall not in any event be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, epidemics, pandemics, or acts of God or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility;
(v) shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(vi) shall not be required to expend or risk its own funds or otherwise to incur in any liability, financial or otherwise, in the performance of any of its duties hereunder.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) circumstances), or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by a the Borrower or a Lender.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Loan Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Loan Agreement, any other Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(d) The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the validityprovisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, perfection the Administrative Agent shall not (i) be obligated to ascertain, monitor or priority inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (ii) have any liability with respect to or arising out of any Lien assignment or security interest created participation of Loans, or purported disclosure of confidential information, to any Disqualified Institution.
(e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Loan Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be created under undertaken or to be (or not to be) suffered or omitted by the Security DocumentsAdministrative Agent, or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the value Administrative Agent, it is understood that in all cases that the Administrative Agent shall be fully justified in failing or sufficiency refusing to take any such action if it shall not have received written instruction, advice or concurrence from the Lenders (or such number or percentage of Lenders as may be expressly set forth in any Loan Document). Upon receipt of such written instruction, advice or concurrence from the Collateral Lenders (or such number or percentage of Lenders as may be expressly set forth in any Loan Document), the Administrative Agent shall take such discretionary actions in accordance with such written instruction, advice or concurrence. The Administrative Agent shall not have any liability for any failure or delay in taking any actions contemplated above as a result of any Obligor a failure or any other party delay on the part of the Lenders to any Loan Document to perform its obligations hereunder provide such instruction, advice or thereunderconcurrence.
Appears in 1 contract
Samples: Loan Agreement
03Exculpatory Provisions. (a) The Administrative Agent Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative AgentAgents:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent or Collateral Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable lawLaw; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or the Collateral Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent Agents shall not be liable for any action taken or not taken by it them (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent Agents shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its their own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent Agents shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a the Borrower or a Lender.
(c) . The Administrative Agent Agents shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgents.
Appears in 1 contract
Samples: Libor Hardwire Transition Amendment (Container Store Group, Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
(c) the L/C Issuer. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Aar Corp)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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; andand
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower, its Subsidiaries or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative . Neither the Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
(c) The Administrative the L/C Issuer. Neither the Agent nor any of its Related Parties shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (iA) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (iiB) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iiiC) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (ivD) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or (vE) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Matson, Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. , and its duties hereunder shall be administrative in nature.
(a) Without limiting the generality of the foregoing, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrowers or any of its their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct misconduct, as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Partnership, a Borrower Lender or a Lenderthe applicable L/C Issuer.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(d) The Administrative Agent shall not be responsible or the validity, perfection or priority of have any Lien or security interest created or purported to be created under the Security Documentsliability for, or the value have any duty to investigate a violation or sufficiency potential violation of the Collateral an Environmental Law or a release or threat of a release of a Hazardous Material pursuant to Section 6.13, nor shall it have any liability for any failure of action it takes or does not take in connection with any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereundersuch investigation.
Appears in 1 contract
Samples: Credit Agreement
03Exculpatory Provisions. (a) The Administrative No Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
regardless of whether a Default has occurred and is continuing (i) no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(ii) no Agent 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 Loan Documents that the Administrative Agent is required to exercise Documents, except as directed in writing by by, or with the Majority written consent of, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly necessary under the circumstances as provided for in the Loan DocumentsSection 11.02), provided that the Administrative each Agent shall not be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), such Agent shall be fully protected and entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided, that no Agent shall be required to risk its own funds or take any action that, in its opinion or the opinion of its counsel, may expose the Administrative such Agent to liability liability, if the Agent is not indemnified to its satisfaction, or that is contrary to any Loan Document or applicable law; and
Legal Requirements 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 foreclosure, modification or termination of property of a Defaulting Lender under any Debtor Relief Law, and (iiic) shall not, except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, and disclose or shall not be liable for the failure to disclose, any information relating to any Obligor Borrower or any of its Affiliates that is communicated to or obtained by the Person person serving as the Administrative such Agent or any of its Affiliates in any capacity.
(b) The Administrative No Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative any Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.019.01 or Section 11.02 or otherwise as expressly required herein) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in by a final and non-appealable judgment by of a court of competent jurisdiction. The Administrative No Agent shall be deemed not to have knowledge of any Default unless and until written notice (in accordance with Section 11.01(a)) thereof describing such Default is given to the Administrative such Agent by a the Borrower or a Lender.
(c) The Administrative . No Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or the sufficiency of any Collateral or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, in any Loan Document. Each party to this Agreement acknowledges and agrees that the Administrative Agent and/or the Collateral Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other than collateral related filings and registrations from time to confirm receipt of items expressly time) required to be delivered filed or recorded pursuant to the Loan Documents and the notification to the Administrative Agent and/or the Collateral Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrower and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider. Neither any Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders or the validityLoan Parties for any action taken or omitted by any Agent under or in connection with any of the Loan Documents. The Administrative Agent shall not be responsible or have any liability for, perfection or priority have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any Lien assignment or security interest created or purported to be created under the Security Documentsparticipation of Loans, or disclosure of confidential information, to any Disqualified Institution.
(c) No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders or the value Borrower for any action taken or sufficiency omitted by any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(d) No Agent shall be liable for interest on any money received by it except as agreed in writing with the Borrower or Lender.
(e) Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, no Agent shall have any duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. An Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the applicable Agent, in its individual capacity, accords its own property consisting of similar instruments or interests; provided that neither the Collateral Agent nor any of the other Secured Parties nor any of their respective directors, officers, employees or agents shall have responsibility for (x) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters (y) failing to demand, collect or realize upon all or any part of the Collateral or for any failure delay in doing so or (z) failing to take any necessary steps to preserve rights against any person with respect to any Collateral.
(f) For the avoidance of any Obligor doubt, nothing in this Agreement or any other party to any Loan Document shall require the Collateral Agent to perform file financing statements or continuation statements or be responsible for maintaining the security interests, or perfection thereof, purported to be created as described herein, and such responsibility shall be solely that the Borrower and the other Loan Parties, and the Collateral Agent shall only be responsible for the safe custody of any Collateral in its obligations hereunder or thereunderpossession consistent with customary practices of other financial institutions acting in such capacity and in accordance with the preceding clause (d).
(g) The Agents reserve the right to reasonably conduct an environmental audit prior to foreclosing on any Collateral Vessel Mortgage. Each Agent reserves the right to forebear from foreclosing in its own name if to do so may expose it to undue risk due to environmental factors.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct misconduct, as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderthe L/C Issuers.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (TopBuild Corp)
03Exculpatory Provisions. (a) The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative AgentAgent or the Arrangers, as applicable:
(ia) 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;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andLaw, 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;
(iiic) shall not, except as expressly set forth in the Loan Documents, not have any duty or responsibility to disclose, and shall not be liable for the failure to disclosedisclose to any Lender, any credit or other information relating to concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Obligor of the Loan Parties or any of its Affiliates their Affiliates, that is communicated to to, obtained or obtained by in the Person serving as possession of, the Administrative Agent Agent, Arrangers or any of its Affiliates their Related Parties in any capacity., except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent herein;
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent Consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in by a final and non-appealable judgment by of a court of competent jurisdiction; and
(e) shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders or Net Short Lenders. Without limiting the generality of the foregoing, the Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or Net Short Lender, (y) have any liability with respect to or arising out of any assignment or participation of commitments or loans, or disclosure of confidential information, to any Disqualified Lender or (z) have any liability with respect to or arising out of the voting in any amendment or waiver to any Loan Document by any Net Short Lender. The Administrative list of Disqualified Lenders shall be specified on a schedule that is held with the Agent, which list may be provided to any Lender or its proposed assignee upon request. The Agent shall not 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 Administrative Agent by a Borrower or the Loan Parties, a Lender.
. In the event that the Agent obtains such actual knowledge or receives such a notice, the Agent shall give prompt notice thereof to each of the other applicable Secured Parties. Upon the occurrence of a Default or an Event of Default, the Agent shall take such action with respect to such Default or Event of Default as -118- shall be reasonably directed by the Applicable Lenders. Unless and until the Agent shall have received such direction, the Agent may (cbut shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in the best interest of the Secured Parties. In no event shall the Agent be required to comply with any such directions to the extent that the Agent believes that its compliance with such directions would be unlawful. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Rh)
03Exculpatory Provisions. (a) The Administrative No Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
regardless of whether a Default has occurred and is continuing (i) no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(ii) no Agent 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 Loan Documents that the Administrative Agent is required to exercise Documents, except as directed in writing by by, or with the Majority written consent of, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly necessary under the circumstances as provided for in the Loan DocumentsSection 11.02), provided that the Administrative each Agent shall not be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), such Agent shall be fully protected and entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided, that no Agent shall be required to risk its own funds or take any action that, in its opinion or the opinion of its counsel, may expose the Administrative such Agent to liability liability, if the Agent is not indemnified to its satisfaction, or that is contrary to any Loan Document or applicable law; and
Legal Requirements 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 foreclosure, modification or termination of property of a Defaulting Lender under any Debtor Relief Law, and (iiic) shall not, except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, and disclose or shall not be liable for the failure to disclose, any information relating to any Obligor Borrower or any of its Affiliates that is communicated to or obtained by the Person person serving as the Administrative such Agent or any of its Affiliates in any capacity.
(b) The Administrative No Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative any Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.019.01 or Section 11.02 or otherwise as expressly required herein) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in by a final and non-appealable judgment by of a court of competent jurisdiction. The Administrative No Agent shall be deemed not to have knowledge of any Default unless and until written notice (in accordance with Section 11.01(a)) thereof describing such Default is given to the Administrative such Agent by a the Borrower or a Lender.
(c) The Administrative . No Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or the sufficiency of any Collateral or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, in any Loan Document. Each party to this Agreement acknowledges and agrees that the Administrative Agent and/or the Collateral Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other than collateral related filings and registrations from time to confirm receipt of items expressly time) required to be delivered filed or recorded pursuant to the Loan Documents and the notification to the Administrative Agent and/or the Collateral Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrower and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider. Neither any Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders or the validityLoan Parties for any action taken or omitted by any Agent under or in connection with any of the Loan Documents. The Administrative Agent shall not be responsible or have any liability for, perfection or priority have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any Lien assignment or security interest created or purported to be created under the Security Documentsparticipation of Loans, or disclosure of confidential information, to any Disqualified Institution.
(c) No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders or the value Borrower for any action taken or sufficiency omitted by any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(d) No Agent shall be liable for interest on any money received by it except as agreed in writing with the Borrower or Lender.
(e) Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, no Agent shall have any duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. An Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the applicable Agent, in its individual capacity, accords its own property consisting of similar instruments or interests; provided that neither the Collateral Agent nor any of the other Secured Parties nor any of their respective directors, officers, employees or agents shall have responsibility for (x) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters (y) failing to demand, collect or realize upon all or any part of the Collateral or for any failure delay in doing so or (z) failing to take any necessary steps to preserve rights against any person with respect to any Collateral.
(f) For the avoidance of any Obligor doubt, nothing in this Agreement or any other party to any Loan Document shall require the Collateral Agent to perform file financing statements or continuation statements or be responsible for maintaining the security interests, or perfection thereof, purported to be created as described herein, and such responsibility shall be solely that the Borrower and the other Loan Parties, and the Collateral Agent shall only be responsible for the safe custody of any Collateral in its obligations hereunder or thereunderpossession consistent with customary practices of other financial institutions acting in such capacity and in accordance with the preceding clause (d).
(g) The Agents reserve the right to reasonably conduct an environmental audit prior to foreclosing on any Collateral Vessel Mortgage. Each Agent reserves the right to forebear from foreclosing in its own name if to do so may expose it to undue risk due to environmental factors.
Appears in 1 contract
Samples: Revolving Credit Agreement (International Seaways, Inc.)
03Exculpatory Provisions. Neither Agent (awhich term as used in this Section 8.03 shall include its Related Parties) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative neither Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative such Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders or Secured Parties as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative neither Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative such Agent to liability or that is contrary to any Loan Document or applicable lawLegal Requirement, 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
(iiic) shall notshall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and nor shall not it be liable for the failure to disclose, any information relating to the Borrower, any Obligor other Loan Party or any of its their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent, the Collateral Agent or any of its Affiliates in any capacity.
(b) The Administrative . Neither Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders or Secured Parties as shall be necessary, or as the Administrative such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 9.03 and 7.01) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent Both Agents shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to such Agent in writing by the Borrower, a Lender, the Swing Line Lender or the Issuing Lender. In the event that the Administrative Agent by receives such a Borrower or notice of the occurrence of a Lender.
(c) The Default, the Administrative Agent shall (subject to Section 9.03) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Lenders, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action) with respect to such Default as it shall deem advisable in the best interest of the Lender Parties. Neither Agent shall be responsible for or have any duty to ascertain or inquire into
into (i) any recital, statement, warranty or representation (whether written or oral) made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the value, validity, enforceability, effectiveness effectiveness, enforceability, sufficiency or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or document, (v) the inspection of, or to inspect, the Property (including the books and records) of any Loan Party or any Subsidiary or Affiliate thereof, (vi) the satisfaction of any condition set forth in Article IV III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security DocumentsAgent, or the value (vii) any litigation or sufficiency of the Collateral collection proceedings (or for to initiate or conduct any failure of any Obligor such litigation or any other party to proceedings) under any Loan Document unless requested by the Required Lenders in writing and its receives indemnification satisfactory to perform its obligations hereunder or thereunderit from the Lenders.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative AgentAgents:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent or Collateral Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable lawLaw; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or the Collateral Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent Agents shall not be liable for any action taken or not taken by it them (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent Agents shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its their own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent Agents shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a the Borrower or a Lender.
(c) . The Administrative Agent Agents shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgents.
Appears in 1 contract
03Exculpatory Provisions. (a) The Neither the Administrative Agent nor any Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, none of the Administrative Agent, any Arranger, or any of their respective Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;; 13743030v113743030v2
(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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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; andor
(iii) shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or any L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of its their Affiliates that is communicated to, or in the possession of, the Administrative Agent, such Arranger or any of their respective Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the Person serving as the Administrative Agent or any of its Affiliates in any capacityherein.
(b) The Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) Sections 11.01 and 8.02), or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderan L/C Issuer.
(c) The Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (AeroVironment Inc)
03Exculpatory Provisions. (a) The Administrative (a) No Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
regardless of whether a Default has occurred and is continuing (ia) no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by by, or with the Majority written consent of, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly necessary under the circumstances as provided for in the Loan DocumentsSection 11.02), provided that the Administrative each Agent shall not be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), such Agent shall be fully protected and entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided, that no Agent shall be required to risk its own funds or take any action that, in its opinion or the opinion of its counsel, may expose the Administrative such Agent to liability liability, if the Agent is not indemnified to its satisfaction, or that is contrary to any Loan Document or applicable law; and
Legal Requirements including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Insolvency Law or that may effect a foreclosure, modification or termination of property of a Defaulting Lender under any Insolvency Law, and (iiic) shall not, except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, and disclose or shall not be liable for the failure to disclose, any information relating to any Obligor Company or any of its Affiliates that is communicated to or obtained by the Person person serving as the Administrative such Agent or any of its Affiliates in any capacity.
(b) The Administrative . No Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative any Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.019.01 or 11.02 or otherwise as expressly required herein) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in by a final and non-appealable judgment by of a court of competent jurisdiction. The Administrative No Agent shall be deemed not to have knowledge of any Default unless and until written notice (in accordance with Section 11.01(a)) thereof describing such Default is given to the Administrative such Agent by a the Borrower or a Lender.
(c) The Administrative , and no Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or the sufficiency of any Collateral or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, in any Loan Document. Each party to this Agreement acknowledges and agrees that the Administrative Agent and/or the Collateral Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other than collateral related filings and registrations from time to confirm receipt of items expressly time) required to be delivered filed or recorded pursuant to the Loan Documents and the notification to the Administrative Agent and/or the Collateral Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrower and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider. Neither any Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders, the Loan Parties or the validitySecurity Providers for any action taken or omitted by any Agent under or in connection with any of the Loan Documents.
(b) No Agent nor any of its officers, perfection partners, directors, employees or priority agents shall be liable to Lenders or the Borrower for any action taken or omitted by any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(c) No Agent shall be liable for interest on any money received by it except as agreed in writing with the Borrower or Xxxxxx.
(d) Except for the exercise of reasonable care in the custody of any Lien Collateral in its possession and the accounting for moneys actually received by it hereunder, no Agent shall have any duty as to any Collateral or security interest created as to the taking of any necessary steps to preserve rights against prior parties or purported any other rights pertaining to any Collateral. An Agent shall be created under deemed to have exercised reasonable care in the Security Documentscustody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the applicable Agent, in its individual capacity, accords its own property consisting of similar instruments or interests; provided that neither the value Collateral Agent nor any of the other Secured Parties nor any of their respective directors, officers, employees or sufficiency agents shall have responsibility for (x) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters (y) failing to demand, collect or realize upon all or any part of the Collateral or for any failure delay in doing so or (z) failing to take any necessary steps to preserve rights against any person with respect to any Collateral.
(e) For the avoidance of any Obligor doubt, nothing in this Agreement or any other party to any Loan Document shall require the Collateral Agent to perform file financing statements or continuation statements or be responsible for maintaining the security interests, or perfection thereof, purported to be created as described herein, and such responsibility shall be solely that of the Borrower, the other Loan Parties and the Security Providers, and the Collateral Agent shall only be responsible for the safe custody of any Collateral in its obligations hereunder or thereunderpossession consistent with customary practices of other financial institutions acting in such capacity and in accordance with the preceding clause (d).
(f) The Agents reserve the right to reasonably conduct an environmental audit prior to foreclosing on any Collateral Vessel Mortgage. Each Agent reserves the right to forebear from foreclosing in its own name if to do so may expose it to undue risk due to environmental factors.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The . Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by Borrower, a Borrower Lender or a Lender.
(c) The an L/C Issuer. Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/)
03Exculpatory Provisions. (a) The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative AgentAgent or the Arrangers, as applicable:
(ia) 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;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andLaw, 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;
(iiic) shall not, except as expressly set forth in the Loan Documents, not have any duty or responsibility to disclose, and shall not be liable for the failure to disclosedisclose to any Lender, any credit or other information relating to concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Obligor of the Loan Parties or any of its Affiliates their Affiliates, that is communicated to to, obtained or obtained by in the Person serving as possession of, the Administrative Agent Agent, Arrangers or any of its Affiliates their Related Parties in any capacity., except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent herein;
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent Consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in by a final and non-appealable judgment by of a court of competent jurisdiction; and
(e) shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders or Net Short Lenders. Without limiting the generality of the foregoing, the Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or Net Short Lender, (y) have any liability with respect to or arising out of any assignment or participation of commitments or loans, or disclosure of confidential information, to any Disqualified Lender or (z) have any liability with respect to or arising out of the voting in any amendment or waiver to any Loan Document by any Net Short Lender. The Administrative list of Disqualified Lenders shall be specified on a schedule that is held with the Agent, which list may be provided to any Lender or its proposed assignee upon request. The Agent shall not 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 Administrative Agent by a Borrower or the Loan Parties, a Lender.
. In the event that the Agent obtains such actual knowledge or receives such a notice, the Agent shall give prompt notice thereof to each of the other applicable Secured Parties. Upon the occurrence of a Default or an Event of Default, the Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable Lenders. Unless and until the Agent shall have received such direction, the Agent may (cbut shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in the best interest of the Secured Parties. In no event shall the Agent be required to comply with any such directions to the extent that the Agent believes that its compliance with such directions would be unlawful. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Rh)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawApplicable Law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) Sections 10.01 and 8.02 or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
the L/C Issuer. CREDIT AGREEMENT (cCONFIRMED THROUGH TENTH AMENDMENT) – PAGE 95 The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (United States Lime & Minerals Inc)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) 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;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Loan Parties or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent Consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in by a final and non-appealable judgment by of a court of competent jurisdiction. The Administrative Agent shall not 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 Administrative Agent by the Loan Parties, a Borrower Lender or the L/C Issuer. Upon the occurrence of a Lender.
Default or Event of Default, the Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable Lenders. Unless and until the Agent shall have received such direction, the Agent may (cbut shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in the best interest of the Credit Parties. In no event shall the Agent be required to comply with any such directions to the extent that the Agent believes that its compliance with such directions would be unlawful. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (KOHLS Corp)
03Exculpatory Provisions. (a) The Administrative Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent or the Arranger, as applicable, and its Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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
(iii) shall not, except as expressly set forth in the Loan Documents, not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or the L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of its their Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the Person serving as the Administrative Agent or any of its Affiliates in any capacityherein.
(b) The Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderthe L/C Issuer.
(c) The Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
03Exculpatory Provisions. (a) The Administrative Agent Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative AgentAgents:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent or Collateral Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable lawLaw; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or the Collateral Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent Agents shall not be liable for any action taken or not taken by it them (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent Agents shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its their own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent Agents shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
(c) any L/C Issuer. The Administrative Agent Agents shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or US 7504294v.5 CHA715/10017 genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgents.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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 affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.0111.01 and Section 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower the Borrower, or a Lender.
(c) . The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, provided that that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan 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 affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.0111.01 and Section 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower the Borrower, or a Lender.
(c) . The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(i) : shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw; and
(iii) and shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The Administrative ; Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 8.02 and 10.01) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to the Administrative Agent by Borrower, a Borrower Lender or a Lender.
(c) The Administrative the L/C Issuer. Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Revolving Credit Agreement (Green Mountain Coffee Roasters Inc)
03Exculpatory Provisions. (a) The Neither Administrative Agent nor any Joint Lead Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the Loan other Credit Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the no Administrative Agent:Agent nor any Joint Lead Arranger, as applicable:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;;
(iib) 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 Loan other Credit Documents that the such Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the Loan other Credit Documents), provided that the provided, that, neither Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the such Administrative Agent to liability or that is contrary to any Loan Credit Document or applicable lawLaw, 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
(iiic) shall not, except as expressly set forth in the Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of its Affiliates their Affiliates, that is communicated to to, obtained or obtained by in the Person serving as the possession of, either Administrative Agent Agent, any Joint Lead Arranger or any of its Affiliates their Related Parties in any capacity., except for notices, reports and other documents expressly required to be furnished to the Lenders by the applicable Administrative Agent herein;
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it either Administrative Agent under or in connection with this Agreement or any other Credit Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the such Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Neither Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the such Administrative Agent by a Borrower Borrower, a Lender or a Lender.an L/C Issuer; and
(ce) The Administrative Agent shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Credit 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any Loan other Credit Document or any other agreement, instrument or document or (v) the 107 satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the such Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.Agent.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, Administrative Agent or the Administrative AgentArrangers, as applicable, and its Related Parties:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawApplicable 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
(iiic) shall not, except as expressly set forth in the Loan Documents, not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of its Affiliates their Affiliates, that is communicated to to, obtained or obtained by in the Person serving as the possession of, Administrative Agent Agent, Arranger or any of its Affiliates their Related Parties in any capacity., except for notices, reports and other documents expressly required to be furnished to the Lenders by Administrative Agent herein;
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower or a Lender.; and
(ce) The Administrative Agent shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
03Exculpatory Provisions. None of the Agents, or their respective Affiliates or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) The Administrative liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. No Agent shall have any duties or obligations under this Agreement (including without limitation under Section 7.01(l)) or any other Loan Document, except those expressly set forth in the Loan Documentsherein or therein. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) no Agent 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;
, and (iib) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative no 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 Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and
(iii) shall notshall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative such Agent or any of its Affiliates in any capacity.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction. The Administrative Agent Agents shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to the Administrative Agent by a the Borrower or a Lender.
(c) The Administrative . No Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent Agent. No Hedge Bank that obtains the benefits of Section 7.02, any Guarantee or any Collateral by virtue of the validity, perfection provisions hereof or priority of any Lien Guarantee or security interest created any Security Document shall have any right to notice of any action or purported to be created consent to, direct or object to any action hereunder or under the Security Documents, any other Loan Document or the value or sufficiency otherwise in respect of the Collateral (including the release or for any failure impairment of any Obligor Collateral) solely as a result of the existence of obligations owed to it under any such Secured Hedge Agreement. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to verify the payment of, or any that other party to any Loan Document to perform its obligations hereunder or thereundersatisfactory arrangements have been made with respect to, Obligations arising under Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent or any Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent, or the Arrangers, as applicable, and their Related Parties:
(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 Loan Documents that the Administrative 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 Loan Documents)Applicable Lenders, provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andLaw, including for the DB1/ 133985272.1133985272.4 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;
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Loan Parties or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity; and
(iv) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent herein.
(b) The Administrative Neither the Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessaryApplicable Lenders, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative 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 in writing to the Administrative Agent by the Loan Parties, a Borrower Lender or the L/C Issuer. In the event that the Agent obtains such actual knowledge or receives such a Lendernotice, the Agent shall give prompt notice thereof to each of the other Credit Parties. Upon the occurrence of a Default or an Event of Default, the Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable Lenders. Unless and until the Agent shall have received such direction, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in the best interest of the Credit Parties. In no event shall the Agent be required to comply with any such directions to the extent that the Agent believes that its compliance with such directions would be unlawful.
(c) The Administrative Neither the Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.Agent. DB1/ 133985272.1133985272.4
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent or any Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent, or the Arrangers, as applicable, and their Related Parties:
(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 Loan Documents that the Administrative 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 Loan Documents)Applicable Lenders, provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andLaw, 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;
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Loan Parties or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.; and
(biv) The Administrative Agent shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a Borrower or a Lender.
(c) The Administrative 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 this Agreement Lender or any other Loan DocumentL/C Issuer, (ii) the contents of any certificate, report credit or other document delivered hereunder information concerning the business, prospects, operations, property, financial and other condition or thereunder or in connection herewith or therewith, (iii) the performance or observance creditworthiness of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items documents expressly required to be delivered furnished to the Administrative Lenders by the Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderherein.
Appears in 1 contract
Samples: Credit Agreement (Lumber Liquidators Holdings, Inc.)
03Exculpatory Provisions.
(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;; 99
(iib) 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 Loan Documents that the Joint Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Joint Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Joint Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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; andand
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Joint Administrative Agent or any of its Affiliates in any capacity.
(b) The . Neither the Joint Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Joint Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Joint Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Joint Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Joint Administrative Agent by the Borrower, a Borrower Lender or a Lender.
(c) The the L/C Issuer. Neither the Joint Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Joint Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder.Agent.
Appears in 1 contract
Samples: Credit Agreement (Green Plains Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawlaw including, for the avoidance of doubt, any action that may be in violation of the automatic stay or that may effect a forfeiture, modification or termination of a property interest in violation of any applicable bankruptcy/insolvency laws and the Administrative Agent shall in all cases be fully justified in failing or refusing to act under the Agreement or any other Loan Document unless it first receives further assurances of its indemnification from the Lenders that the Administrative Agent reasonably believes it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expenses and liabilities it may incur in taking or continuing to take any such discretionary action at the direction of the Required Lenders;
(c) shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties under the Loan Documents or in the exercise of any of its rights or powers under this Agreement; and
(iiid) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor of the Borrowers or any of its their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Company, a Borrower Lender or a Lender.
(c) the L/C Issuer. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition present set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Allient Inc)
03Exculpatory Provisions. (a) The Administrative Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative AgentAgent or the Arranger, as applicable:
(ia) 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;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andLaw, 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;
(iiic) shall not, except as expressly set forth in the Loan Documents, not have any duty or responsibility to disclose, and shall not be liable for the failure to disclosedisclose to any Lender or the L/C Issuer, any credit or other information relating to concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Obligor of the Loan Parties or any of its Affiliates their Affiliates, that is communicated to to, obtained or obtained by in the Person serving as possession of, the Administrative Agent Agent, Arranger or any of its Affiliates their Related Parties in any capacity., except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent herein; and
(bd) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent Consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in by a final and non-appealable judgment by of a court of competent jurisdiction. The Administrative Agent shall not 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 Administrative Agent by the Loan Parties, a Borrower Lender or the L/C Issuer. In the event that the Agent obtains such actual knowledge or receives such a Lender.
notice, the Agent shall give prompt notice thereof to each of the other applicable Credit Parties. Upon the occurrence of a Default or an Event of Default, the Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable Lenders. Unless and until the Agent shall have received such direction, the Agent may (cbut shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in the best interest of the Credit Parties. In no event shall the Agent be required to comply with any such directions to the extent that the Agent believes that its compliance with such directions would be unlawful. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Rh)
03Exculpatory Provisions. (a) The Administrative Purchaser Agent shall not have any duties or obligations except those expressly set forth herein and in the Loan Documentsother Transaction Documents to which it is a party. Without limiting the generality of the foregoing, the Administrative Purchaser Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default default, breach by the Company of the Transaction Documents or Put Option Event, or any event that, with the giving of notice or passage of time, would constitute a Put Option Event, 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 Loan other Transaction Documents to which it is a party that the Administrative Purchaser Agent is required to exercise as directed in writing by the Majority Lenders Required Purchasers (or such other number or percentage of the Lenders Purchasers as shall be expressly provided for herein or in the Loan such other Transaction Documents), provided that the Administrative Purchaser Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Purchaser Agent to liability or that is contrary to any Loan Transaction Document or applicable lawApplicable Law; and
(iii) shall not, except as expressly set forth herein and in the Loan Documentsother Transaction Documents to which it is a party, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Purchaser Agent or any of its Affiliates in any capacity.
(b) The Administrative Purchaser Agent shall not be liable to any Purchaser for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders Required Purchasers (or such other number or percentage of the Lenders Purchasers as shall be necessary, or as the Administrative Purchaser Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.018.08) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Purchaser Agent shall be deemed not to have knowledge of any Default default, breach by the Company of the Transaction Documents, or Put Option Event unless and until notice describing such Default default, breach by the Company of the Transaction Documents or Put Option Event is given to the Administrative Purchaser Agent in writing by a Borrower the Company or a LenderPurchaser.
(c) The Administrative Purchaser Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Transaction 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 or conditions set forth herein or therein or the occurrence of any Defaultdefault, breach by the Company of the Transaction Documents or Put Option Event, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any Loan other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV II or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or Purchaser Agent.
(d) Notwithstanding anything to the validitycontrary herein, perfection or priority of any Lien or security interest created or purported the Purchaser Agent’s sole duty to be created under the Security DocumentsPurchasers with respect to the custody, or the value or sufficiency safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Purchaser Agent deals with similar property for its own account, and the Purchaser Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral.
(e) In addition to and not in limitation of the provisions of this Section 7.03, under no circumstances shall the Purchaser Agent have any failure of duty or obligation to take any Obligor actions hereunder, even if instructed to do so by the Required Purchasers, if the Purchaser Agent determines, in its sole and absolute discretion, that such actions would subject it to liability or any other party expense for which indemnity or security satisfactory to any Loan Document to perform its obligations it has not been provided hereunder or thereunderotherwise or would be contrary to the Transactions Documents or requirements of Applicable Law.
Appears in 1 contract
Samples: Revenue Interest Purchase Agreement (Mirum Pharmaceuticals, Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent and its Related Parties:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The . Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers, a Borrower Lender or a Lender.
(c) The the L/C Issuer. Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Chase Corp)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 10.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a the Borrower or a Lender.
(c) . The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Solarcity Corp)
03Exculpatory Provisions.
(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw, 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
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) The . Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
(c) The the L/C Issuer. Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Neither the Administrative Agent nor any of its Related Parties shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the validityprovisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of the foregoing, perfection the Administrative Agent shall not (i) be obligated to ascertain, monitor or priority inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (ii) have any liability with respect to or arising out of any Lien assignment or security interest created or purported to be created under the Security Documentsparticipation of Loans, or the value or sufficiency disclosure of the Collateral or for any failure of any Obligor or any other party confidential information, to any Loan Document to perform its obligations hereunder or thereunder.Disqualified Institution.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent::
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawLaw; and
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
. The Administrative Agent shall not be liable to any other Secured Party for any action taken or not taken by it under or in connection with the Loan Documents, except for direct (bas opposed to consequential) losses directly and solely caused by the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances Loan Documents). The Administrative Agent shall not be liable for, and shall be fully justified in, failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of the Lenders as provided shall be necessary, or as the Administrative Agent shall believe in Section 9.01good faith shall be necessary, under the Loan Documents) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionit reasonably deems appropriate. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower Agent, a Borrower Lender or a Lender.
(c) the Letter of Credit Issuer. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Ferroglobe PLC)
03Exculpatory Provisions. (a) The Administrative Agent or its Related Parties shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative AgentAgent and its Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawApplicable 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
(iii) shall not, except as expressly set forth in the Loan Documents, not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor Lender or the L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of its their Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the Person serving as the Administrative Agent or any of its Affiliates in any capacityherein.
(b) The Neither the Administrative Agent nor any of its Related Parties shall not be liable for any action taken or not taken by it the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 8.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Borrower Lender or a Lenderthe L/C Issuer.
(c) The Neither the Administrative Agent shall not be responsible for or nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vvi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or the value or sufficiency of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (Enfusion, Inc.)
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent::
(ia) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;;
(iib) 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andand
(iiic) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Parent or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) . The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01Sections 11.01 and 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionmisconduct. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any of the other Loan Documents unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking or continuing to take any such action. The Administrative Agent shall not be deemed not to have knowledge of any Default unless and until notice describing such Default and stating that such notice is a “notice of default” is given to the Administrative Agent by the Borrower, a Borrower Lender or a Lender.
(c) an L/C Issuer. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent Agent. No claim may be made by any Lender, any L/C Issuer, the Administrative Agent, or any of their Related Parties against the validityAdministrative Agent, perfection any Lender, any L/C Issuer or priority any of their Related Parties, or any of them, for any special, indirect or consequential damages or, to the fullest extent permitted by Law, for any punitive damages in respect of any Lien claim or security interest created or purported to be created under the Security Documentscause of action (whether based on contract, or the value or sufficiency of the Collateral or for any failure of any Obligor tort, statutory liability, or any other party ground) based on, arising out of or related to any Loan Document or the transactions contemplated hereby or any act, omission or event occurring in connection therewith, including the negotiation, documentation, administration or collection of the Loans, and the Administrative Agent and each Lender hereby waives, releases and agrees never to perform sue upon any claim for any such damages, whether such claim now exists or hereafter arises and whether or not it is now known or suspected to exist in its obligations hereunder favor. Each Lender hereby agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and each of its Related Parties shall not have any duty or thereunder.responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any of the Loan Parties that may come into the possession of the Administrative Agent or any of its Related Parties. In the absence of gross negligence or willful misconduct, the Administrative Agent shall not be liable for any error in computing the amount payable to any Lender or any L/C Issuer whether in respect of any Loan, any fees or any other amounts due to the Lenders or any L/C Issuer under this Agreement. In the event an error in computing any amount payable to any Lender or any L/C Issuer is made, the Administrative Agent, the Borrower and each affected Lender shall, forthwith upon discovery of such error, make such adjustments as shall be required to correct such error, and any compensation therefor will be calculated at the Effective Federal Funds Open Rate.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent and the Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan DocumentsDocuments to which such Agent is a party, as applicable, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and the Collateral 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 Loan Documents that the Administrative Agent or the Collateral Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable lawRequirements of 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
(iii) shall not, except as expressly set forth herein and in the other Loan DocumentsDocuments to which such Agent is a party, as applicable, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the any Person serving as the Administrative Agent or the Collateral Agent or any of its Affiliates in any capacity.
(b) The Notwithstanding any other provision of the Loan Documents, the Administrative Agent and the Collateral Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request or direction of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided herein or under the other Loan Documents) or (in Section 9.01the case of the Collateral Agent) with the consent or at the request or direction of the Administrative Agent, or (ii) in the absence of its own bad faith, gross negligence or willful misconduct misconduct, as determined in by a final non-appealable and nonappealable judgment by of a court of competent jurisdiction. The Administrative Agent and the Collateral Agent shall not be deemed not to have knowledge of, or be required to act upon, any Default or Event of any Default unless and until notice describing such Default or Event of Default is given to a responsible officer of the Administrative Agent or the Collateral Agent (in the case of the Collateral Agent, within Corporate Trust Services) in writing by a the Borrower or a Lender, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”, and the Administrative Agent and the Collateral Agent shall have no duty to take any action to determine whether any such event has occurred.
(c) The Administrative Agent and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the actions or omissions of any other party hereto or thereto, the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the validityCollateral Agent, perfection or priority as applicable.
(d) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Loan Documents to which each such Agent is a party, respectively, on the date hereof on behalf of any Lien or security interest created or purported to be created under and for the Security Documents, or the value or sufficiency benefit of the Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunderLenders.
Appears in 1 contract
03Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, and in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction and nonappealable judgment, the Administrative Agent:
(i) shall not be subject to any fiduciary or other implied obligations or duties, regardless of whether a 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 Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), ; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; andApplicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under the U.S. Bankruptcy Code ;
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its branches or Affiliates in any capacity;
(iv) shall not in any event be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, epidemics, pandemics, or acts of God or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility;
(v) shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; and
(vi) shall not be required to expend or risk its own funds or otherwise to incur in any liability, financial or otherwise, in the performance of any of its duties hereunder.
(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) circumstances), or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by a the Borrower or a Lender.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
into (i) any statement, warranty or representation made in or in connection with this Loan Agreement or any other 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Loan Agreement, any other Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(d) The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the validityprovisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, perfection the Administrative Agent shall not (i) be obligated to ascertain, monitor or priority inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (ii) have any liability with respect to or arising out of any Lien assignment or security interest created participation of Loans, or purported disclosure of confidential information, to any Disqualified Institution.
(e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Loan Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be created under undertaken or to be (or not to be) suffered or omitted by the Security DocumentsAdministrative Agent, or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the value Administrative Agent, it is understood that in all cases that the Administrative Agent shall be fully justified in failing or sufficiency refusing to take any such action if it shall not have received written instruction, advice or concurrence from the Lenders (or such number or percentage of Lenders as may be expressly set forth in any Loan Document). Upon receipt of such written instruction, advice or concurrence from the Collateral Lenders (or such number or percentage of Lenders as may be expressly set forth in any Loan Document), the Administrative Agent shall take such discretionary actions in accordance with such written instruction, advice or concurrence. The Administrative Agent shall not have any liability for any failure or delay in taking any actions contemplated above as a result of any Obligor a failure or any other party delay on the part of the Lenders to any Loan Document to perform its obligations hereunder provide such instruction, advice or thereunderconcurrence.
Appears in 1 contract
Samples: Loan Agreement
