Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its duties hereunder, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty.
(b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that:
(i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein;
(ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by a Responsible Officer or Responsible Officers of the Administrative Agent in good faith and reasonably believed by such Responsible Officer or Responsible Officers to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and
(iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement.
(c) Except as otherwise provided in Section 3.12(b):
(i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties;
(ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authoriza...
Administrative Agent Provisions. By their signatures hereto, each Lender (which collectively constitute the Required Lenders under the applicable Loan Documents) hereby (A) acknowledges, accepts, and consents to this Amendment, (B) designates this Amendment as a Loan Document in all respects in connection with the Amended Credit Agreement and the other Loan Documents and (C) authorizes and instructs the Administrative Agent to execute, deliver, and perform this Amendment and the A&R Guaranty.
Administrative Agent Provisions. (i) By their signatures hereto, each Lender (which collectively constitute the Required Lenders under the applicable Loan Documents), hereby (A) acknowledges, accepts, and consents to this Amendment, (B) designates this Amendment as a Loan Document in all respects in connection with the Credit Agreement and the other Loan Documents and (C) authorizes and instructs the Administrative Agent to execute, deliver, and perform this Amendment.
(ii) It is acknowledged and agreed that (A) this Amendment is executed and delivered by Citibank, N.A., not individually or personally but solely as Administrative Agent in the exercise of the powers and authority conferred and vested in it hereunder and under the Amended Credit Agreement, (B) the Administrative Agent has executed and delivered this Amendment in accordance with the instructions of the Lenders set forth in Section 6(l)(i) above, (C) the Administrative Agent assumes no responsibility for the correctness of the recitals contained herein and shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution (except with respect to itself) or sufficiency of this Amendment and makes no representation with respect thereto, and (D) in connection with its execution, delivery, and performance of this Amendment, the Administrative Agent (and its Related Parties) shall be entitled to the benefit of every provision of the Amended Credit Agreement limiting the liability of or affording rights, benefits, protections, privileges, immunities, exculpations, immunities, or indemnities to the Administrative Agent as if they were each expressly set forth herein mutatis mutandis. In the case of any reference herein to the taking or omitting to take any action and/or the giving of any consent, approval or direction by the Administrative Agent, it is understood and agreed that in all cases the Administrative Agent shall only take such action in accordance with the written direction of the Required Lenders. In the case of a conflict between this Amendment and the Amended Credit Agreement, the Amended Credit Agreement shall govern and control the liabilities, rights, obligations, privileges, protections, exculpations, immunities, indemnities and benefits of the Administrative Agent.
Administrative Agent Provisions
