Common use of Appointment of the Loan Agent; Nature of Duties Clause in Contracts

Appointment of the Loan Agent; Nature of Duties. (a) Each Lender hereby designates and appoints the Loan Agent as its agent under the Collateral Documents and each Lender by entering into this Agreement hereby irrevocably authorizes the Loan Agent to act in accordance with the explicit provisions of the Collateral Documents and to exercise such powers as are reasonably incidental thereto and perform such duties as are expressly delegated to the Loan Agent, subject to the terms and conditions of the Indenture and the other Collateral Documents. (i) The Loan Agent is authorized and directed to enter into this Agreement and perform and observe its obligations under this Agreement. (ii) Notwithstanding any provision to the contrary contained elsewhere in the Collateral Documents, the Loan Agent undertakes to perform such duties and only such duties expressly set forth in this Agreement. The duties of the Loan Agent shall be mechanical and administrative in nature; the Loan Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon the Loan Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein. (iii) Each Lender acknowledges and agrees that the Loan Agent shall not have the right and authority to exercise any remedial right and power with respect to the Assets hereunder, under the Indenture or any other Collateral Documents. (iv) The Loan Agent shall not have or be deemed to have any fiduciary relationship with the Collateral Trustee, any Holder, any Lender, the Collateral Manager or the Borrower, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Collateral Documents or otherwise exist against the Loan Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (v) The Loan Agent may perform any of its duties hereunder or under the other Credit Documents by or through its officers, directors, agents, employees or affiliates. (vi) Upon the written request of any Lender, the Loan Agent shall provide an electronic copy of the Collateral Documents, the Collateral Management Agreement, the Collateral Administration Agreement and any agreements referenced as a supplement to this Agreement or the Indenture that is in the possession of, or reasonably available to, the Loan Agent. (vii) The Loan Agent shall provide to the Borrower and the Collateral Manager upon reasonable request all reasonably available information (or request that any Lender provide such information if such information is not reasonably available to the Loan Agent) in the possession of the Loan Agent and specifically requested by the Borrower or the Collateral Manager in connection with regulatory matters, including any information that is necessary or advisable in order for the Borrower or the Collateral Manager (or its parent or Affiliates) to comply with regulatory requirements with respect to itself, including, in the case of the Borrower, FATCA and the Cayman FATCA Legislation. The Loan Agent shall have no liability for any such disclosure or the accuracy thereof. (b) Neither the Loan Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it under the Collateral Documents or in connection therewith, unless caused by its own willful misconduct, gross negligent action or gross negligent failure to act. (c) No provision of this Agreement shall be construed to relieve the Loan Agent from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that: (i) the Loan Agent shall not be liable for any error of judgment made in good faith by a Trust Officer of the Loan Agent, unless it shall be proven that the Loan Agent was grossly negligent in ascertaining the pertinent facts; (ii) the Loan Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Borrower or the Collateral Manager in accordance with this Agreement and/or, to the extent permitted under this Agreement, the Lenders, relating to the time, method and place of exercising any power conferred upon such Loan Agent under this Agreement; (iii) no provision of this Agreement shall require the Loan Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it unless such risk or liability relates to the performance of its ordinary services hereunder; and (iv) in no event shall the Loan Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Loan Agent has been advised of the likelihood of such damages and regardless of the form of such action. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Loan Agent shall be subject to the provisions of this Section 6.2.

Appointment of the Loan Agent; Nature of Duties. (a) Each Lender hereby designates and appoints the Loan Agent as its agent under the Collateral Documents and each Lender by entering into this Agreement hereby irrevocably authorizes the Loan Agent to act in accordance with the explicit provisions of the Collateral Documents and to exercise such powers as are reasonably incidental thereto and perform such duties as are expressly delegated to the Loan Agent, subject to the terms and conditions of the Indenture and the other Collateral Documents. (i) The Loan Agent is authorized and directed to enter into this Agreement and perform and observe its obligations under this Agreement. (ii) Notwithstanding any provision to the contrary contained elsewhere in the Collateral Documents, the Loan Agent undertakes to perform such duties and only such duties expressly set forth in this Agreement. The duties of the Loan Agent shall be mechanical and administrative in nature; the Loan Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon the Loan Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein.. BUSINESS.31973028.4 (iii) Each Lender acknowledges and agrees that the Loan Agent shall not have the right and authority to exercise any remedial right and power with respect to the Assets hereunder, under the Indenture or any other Collateral Documents. (iv) The Loan Agent shall not have or be deemed to have any fiduciary relationship with the Collateral Trustee, any Holder, any Lender, the Collateral Manager Manager, the Borrower or the Co-Borrower, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Collateral Documents or otherwise exist against the Loan Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (v) The Loan Agent may perform any of its duties hereunder or under the other Credit Documents by or through its officers, directors, agents, employees or affiliates. (vi) Upon the written request of any Lender, the Loan Agent shall provide an electronic copy of the Collateral Documents, the Collateral Management Agreement, the Collateral Administration Agreement and any agreements referenced as a supplement to this Agreement or the Indenture that is in the possession of, or reasonably available to, the Loan Agent. (vii) The Loan Agent shall provide to the Borrower and the Collateral Manager upon reasonable request all reasonably available information (or request that any Lender provide such information if such information is not reasonably available to the Loan Agent) in the possession of the Loan Agent and specifically requested by the Borrower or the Collateral Manager in connection with regulatory matters, including any information that is necessary or advisable in order for the Borrower or the Collateral Manager (or its parent or Affiliates) to comply with regulatory requirements with respect to itself, including, in the case of the Borrower, FATCA and the Cayman Bermuda FATCA Legislation. The Loan Agent shall have no liability for any such disclosure or the accuracy thereof. (b) Neither the Loan Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it under the Collateral Documents or in connection therewith, unless caused by its own willful misconduct, gross negligent action or gross negligent failure to act. (c) No provision of this Agreement shall be construed to relieve the Loan Agent from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that: (i) the Loan Agent shall not be liable for any error of judgment made in good faith by a Trust Officer of the Loan Agent, unless it shall be proven that the Loan Agent was grossly negligent in ascertaining the pertinent facts; (ii) the Loan Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Borrower or the Co-Borrower or the Collateral Manager in accordance with this Agreement and/or, to the extent permitted under this Agreement, the Lenders, relating to the time, method and place of exercising any power conferred upon such Loan Agent under this Agreement; (iii) no provision of this Agreement shall require the Loan Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it unless such risk or liability relates to the performance of its ordinary services hereunder; and (iv) in no event shall the Loan Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Loan Agent has been advised of the likelihood of such damages and regardless of the form of such action. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Loan Agent shall be subject to the provisions of this Section 6.26.2 and Section 6.3.

Appointment of the Loan Agent; Nature of Duties. (a) Each Lender hereby designates and appoints the Loan Agent as its agent under the Collateral Documents and each Lender by entering into this Agreement hereby irrevocably authorizes the Loan Agent to act in accordance with the explicit provisions of the Collateral Documents and to exercise such powers as are reasonably incidental thereto and perform such duties as are expressly delegated to the Loan Agent, subject to the terms and conditions of the Indenture and the other Collateral Documents. (i) The Loan Agent is authorized and directed to enter into this Agreement and perform and observe its obligations under this Agreement. (ii) Notwithstanding any provision to the contrary contained elsewhere in the Collateral Documents, the Loan Agent undertakes to perform such duties and only such duties expressly set forth in this Agreement. The duties of the Loan Agent shall be mechanical and administrative in nature; the Loan Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon the Loan Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein. (iii) Each Lender acknowledges and agrees that the Loan Agent shall not have the right and authority to exercise any remedial right and power with respect to the Assets hereunder, under the Indenture or any other Collateral Documents. (iv) The Loan Agent shall not have or be deemed to have any fiduciary relationship with the Collateral Trustee, any Holder, any Lender, the Collateral Manager or the Borrower, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Collateral Documents or otherwise exist against the Loan Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (v) The Loan Agent may perform any of its duties hereunder or under the other Credit Documents by or through its officers, directors, agents, employees or affiliates. (vi) Upon the written request of any Lender, the Loan Agent shall provide an electronic copy of the Collateral Documents, the Collateral Management Agreement, the Collateral Administration Agreement and any agreements referenced as a supplement to this Agreement or the Indenture that is in the possession of, or reasonably available to, the Loan Agent. (vii) The Loan Agent shall provide to the Borrower and the Collateral Manager upon reasonable request all reasonably available information (or request that any Lender provide such information if such information is not reasonably available to the Loan Agent) in the possession of the Loan Agent and specifically requested by the Borrower or the Collateral Manager in connection with regulatory matters, including any information that is necessary or advisable in order for the Borrower or the Collateral Manager (or its parent or Affiliates) to comply with regulatory requirements with respect to itself, including, in the case of the Borrower, FATCA Borrower and the Cayman FATCA LegislationFATCA. The Loan Agent shall have no liability for any such disclosure or the accuracy thereof. (b) Neither the Loan Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it under the Collateral Documents or in connection therewith, unless caused by its own willful misconduct, gross negligent action or gross negligent failure to act. (c) No provision of this Agreement shall be construed to relieve the Loan Agent from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that: (i) the Loan Agent shall not be liable for any error of judgment made in good faith by a Trust Officer of the Loan Agent, unless it shall be proven that the Loan Agent was grossly negligent in ascertaining the pertinent facts; (ii) the Loan Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Borrower or the Collateral Manager in accordance with this Agreement and/or, to the extent permitted under this Agreement, the Lenders, relating to the time, method and place of exercising any power conferred upon such Loan Agent under this Agreement; (iii) no provision of this Agreement shall require the Loan Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it unless such risk or liability relates to the performance of its ordinary services hereunder; and (iv) in no event shall the Loan Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Loan Agent has been advised of the likelihood of such damages and regardless of the form of such action. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Loan Agent shall be subject to the provisions of this Section 6.2.

Appointment of the Loan Agent; Nature of Duties. (a) Each Lender hereby designates and appoints the Loan Agent as its agent under the Collateral Documents and each Lender by entering into this Agreement hereby irrevocably authorizes the Loan Agent to act in accordance with the explicit provisions of the Collateral Documents and to exercise such powers as are reasonably incidental thereto and perform such duties as are expressly delegated to the Loan Agent, subject to the terms and conditions of the Indenture and the other Collateral Documents. (i) The Loan Agent is authorized and directed to enter into this Agreement and perform and observe its obligations under this Agreement. (ii) Notwithstanding any provision to the contrary contained elsewhere in the Collateral Documents, the Loan Agent undertakes to perform such duties and only such duties expressly set forth in this Agreement. The duties of the Loan Agent shall be mechanical and administrative in nature; the Loan Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon the Loan Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein. (iii) Each Lender acknowledges and agrees that the Loan Agent shall not have the right and authority to exercise any remedial right and power with respect to the Assets hereunder, under the Indenture or any other Collateral Documents. (iv) The Loan Agent shall not have or be deemed to have any fiduciary relationship with the Collateral Trustee, any Holder, any Lender, the Collateral Manager Manager, the Borrower or the Co-Borrower, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Collateral Documents or otherwise exist against the Loan Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (v) The Loan Agent may perform any of its duties hereunder or under the other Credit Documents by or through its officers, directors, agents, employees or affiliates. (vi) Upon the written request of any Lender, the Loan Agent shall provide an electronic copy of the Collateral Documents, the Collateral Management Agreement, the Collateral Administration Agreement and any agreements referenced as a supplement to this Agreement or the Indenture that is in the possession of, or reasonably available to, the Loan Agent. (vii) The Loan Agent shall provide to the Borrower and the Collateral Manager upon reasonable request all reasonably available information (or request that any Lender provide such information if such information is not reasonably available to the Loan Agent) in the possession of the Loan Agent and specifically requested by the Borrower or the Collateral Manager in connection with regulatory matters, including any information that is necessary or advisable in order for the Borrower or the Collateral Manager (or its parent or Affiliates) to comply with regulatory requirements with respect to itself, including, in the case of the Borrower, FATCA and the Cayman Bermuda FATCA Legislation. The Loan Agent shall have no liability for any such disclosure or the accuracy thereof. (b) Neither the Loan Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it under the Collateral Documents or in connection therewith, unless caused by its own willful misconduct, gross negligent action or gross negligent failure to act. (c) No provision of this Agreement shall be construed to relieve the Loan Agent from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that: : (i) the Loan Agent shall not be liable for any error of judgment made in good faith by a Trust Officer of the Loan Agent, unless it shall be proven that the Loan Agent was grossly negligent in ascertaining the pertinent facts; ; (ii) the Loan Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Borrower or the Co-Borrower or the Collateral Manager in accordance with this Agreement and/or, to the extent permitted under this Agreement, the Lenders, relating to the time, method and place of exercising any power conferred upon such Loan Agent under this Agreement; ; (iii) no provision of this Agreement shall require the Loan Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it unless such risk or liability relates to the performance of its ordinary services hereunder; and (iv) in no event shall the Loan Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Loan Agent has been advised of the likelihood of such damages and regardless of the form of such action. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Loan Agent shall be subject to the provisions of this Section 6.2.

Appointment of the Loan Agent; Nature of Duties. (a) Each Lender hereby designates and appoints the Loan Agent as its agent under the Collateral Documents and each Lender by entering into this Agreement hereby irrevocably authorizes the Loan Agent to act in accordance with the explicit provisions of the Collateral Documents and to exercise such powers as are reasonably incidental thereto and perform such duties as are expressly delegated to the Loan Agent, subject to the terms and conditions of the Indenture and the other Collateral Documents. (i) The Loan Agent is authorized and directed to enter into this Agreement and perform and observe its obligations under this Agreement. (ii) Notwithstanding any provision to the contrary contained elsewhere in the Collateral Documents, the Loan Agent undertakes to perform such duties and only such duties expressly set forth in this Agreement. The duties of the Loan Agent shall be mechanical and administrative in nature; the Loan Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon the Loan Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein. (iii) Each Lender acknowledges and agrees that the Loan Agent shall not have the right and authority to exercise any remedial right and power with respect to the Assets hereunder, under the Indenture or any other Collateral Documents. (iv) The Loan Agent shall not have or be deemed to have any fiduciary relationship with the Collateral Trustee, any Holder, any Lender, the Collateral Manager or the Borrower, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Collateral Documents or otherwise exist against the Loan Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (v) The Loan Agent may perform any of its duties hereunder or under the other Credit Documents by or through its officers, directors, agents, employees or affiliates. (vi) Upon the written request of any Lender, the Loan Agent shall provide an electronic copy of the Collateral Documents, the Collateral Management Agreement, the Collateral Administration Agreement and any agreements referenced as a supplement to this Agreement or the Indenture that is in the possession of, or reasonably available to, the Loan Agent. (vii) The Loan Agent shall provide to the Borrower and the Collateral Manager upon reasonable request all reasonably available information (or request that any Lender provide such information if such information is not reasonably available to the Loan Agent) in the possession of the Loan Agent and specifically requested by the Borrower or the Collateral Manager in connection with regulatory matters, including any information that is necessary or advisable in order for the Borrower or the Collateral Manager (or its parent or Affiliates) to comply with regulatory requirements with respect to itself, including, in the case of the Borrower, FATCA and the Cayman FATCA LegislationFATCA. The Loan Agent shall have no liability for any such disclosure or the accuracy thereof. (b) Neither the Loan Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it under the Collateral Documents or in connection therewith, unless caused by its own willful misconduct, gross negligent action or gross negligent failure to act. (c) No provision of this Agreement shall be construed to relieve the Loan Agent from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that: (i) the Loan Agent shall not be liable for any error of judgment made in good faith by a Trust Officer of the Loan Agent, unless it shall be proven that the Loan Agent was grossly negligent in ascertaining the pertinent facts; (ii) the Loan Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Borrower or the Collateral Manager in accordance with this Agreement and/or, to the extent permitted under this Agreement, the Lenders, relating to the time, method and place of exercising any power conferred upon such Loan Agent under this Agreement; (iii) no provision of this Agreement shall require the Loan Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it unless such risk or liability relates to the performance of its ordinary services hereunder; and (iv) in no event shall the Loan Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Loan Agent has been advised of the likelihood of such damages and regardless of the form of such action. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Loan Agent shall be subject to the provisions of this Section 6.2.