Certain Matters Affecting the Administrative Agent. (a) The Administrative Agent may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s 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 or presented by the proper party or parties. (b) The Administrative Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Administrative Agent under this Indenture in good faith and in accordance with such Opinion of Counsel. (c) Notwithstanding anything to the contrary, the Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any Noteholder pursuant to the provisions of this Indenture unless such Noteholder shall have furnished to the Administrative Agent security or indemnity satisfactory to the Administrative Agent against the costs, expenses and liabilities that may be incurred therein or thereby. (d) The Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Majority Holders; provided, however, that if the payment within a reasonable time to the Administrative Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Administrative Agent, not reasonably assured to the Administrative Agent by the security afforded to it by the terms of this Indenture, the Administrative Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Administrative Agent, shall be reimbursed by the Person making such request upon demand. (e) The Administrative Agent may execute any of the trusts or powers under this Indenture or any other Transaction Document or perform any duties under this Indenture or any other Transaction Document either directly or by or through agents or attorneys. The Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Administrative Agent. The Administrative Agent shall not be responsible for any misconduct or negligence attributable to the acts or omissions of the Servicer. (f) The Administrative Agent may rely, as to factual matters relating to the Servicer, on an officer’s certificate of the Servicer. (g) The Administrative Agent shall not be required to take any action or refrain from taking any action under this Indenture, or any Transaction Document referred to herein, nor shall any provision of this Indenture or any such Transaction Document be deemed to impose a duty on the Administrative Agent to take action, if the Administrative Agent shall have been advised by counsel that such action is contrary to the terms of this Indenture or any Transaction Document or is contrary to law. (h) The Issuer and the Servicer hereby (i) acknowledge that the Noteholders have the right, in certain instances, to require the Administrative Agent to take or refrain from taking certain actions under the terms of this Indenture and the other Transaction Documents and (ii) agree that the Administrative Agent has no liability to the Issuer or the Servicer with respect to taking or refraining from taking any such actions at the request of any Noteholder. (i) When this Indenture or any other Transaction Document provides that a right, consent, approval or duty is expressly stated to be exercisable or performable by the Administrative Agent, the parties hereto understand and agree that the Administrative Agent is entitled to exercise its rights under such provision without the consent of the Noteholders.
Appears in 2 contracts
Samples: Indenture (Resource America, Inc.), Indenture (Resource America, Inc.)
Certain Matters Affecting the Administrative Agent. (a) The Administrative Agent may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s 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 or presented by the proper party or parties.
(b) The Administrative Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Administrative Agent under this Indenture Agreement in good faith and in accordance with such Opinion of Counsel.
(c) Notwithstanding anything to the contrary, the Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this IndentureAgreement, or to institute, conduct or defend any litigation under this Indenture Agreement or in relation to this IndentureAgreement, at the request, order or direction of any Noteholder Lender pursuant to the provisions of this Indenture Agreement unless such Noteholder Lender shall have furnished to the Administrative Agent security or indemnity satisfactory to the Administrative Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(d) The Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, instrument opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Majority HoldersLenders; provided, however, that if the payment within a reasonable time to the Administrative Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Administrative Agent, not reasonably assured to the Administrative Agent by the security afforded to it by the terms of this IndentureAgreement, the Administrative Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Administrative Agent, shall be reimbursed by the Person making such request upon demand.
(e) The Administrative Agent may execute any of the trusts or powers under this Indenture Agreement or any other Transaction Document or perform any duties under this Indenture Agreement or any other Transaction Document either directly or by or through agents or attorneysattorneys or custodians. The Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Administrative Agent. The Administrative Agent shall not be responsible for any misconduct or negligence attributable to the acts or omissions of the Servicerany Service Provider.
(f) The Administrative Agent may rely, as to factual matters relating to the Servicerany Service Provider, on an officer’s certificate of the Servicerapplicable Service Provider.
(g) The Administrative Agent shall not be required to take any action or refrain from taking any action under this IndentureAgreement, or any Transaction Document referred to herein, nor shall any provision of this Indenture Agreement or any such Transaction Document be deemed to impose a duty on the Administrative Agent to take action, if the Administrative Agent shall have been advised by counsel that such action is contrary to the terms of this Indenture Agreement or any Transaction Document or is contrary to law.
(h) The Issuer Borrower and the Servicer Manager hereby (i) acknowledge that the Noteholders Lenders have the right, in certain instances, to require the Administrative Agent to take or refrain from taking certain actions under the terms of this Indenture Agreement and the other Transaction Documents and (ii) agree that the Administrative Agent has no liability to the Issuer Borrower or the Servicer Manager with respect to taking or refraining from taking any such actions at the request of any NoteholderLender.
(i) When this Indenture or any other Transaction Document provides that a right, consent, approval or duty is expressly stated to be exercisable or performable by the Administrative Agent, the parties hereto understand and agree that the Administrative Agent is entitled to exercise its rights under such provision without the consent of the Noteholders.
Appears in 1 contract
Samples: Credit Agreement (Genesis Lease LTD)
Certain Matters Affecting the Administrative Agent. (a) The Administrative Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, officer’s 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 or presented by the proper party or parties.
(b) The Administrative Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Administrative Agent under this Indenture Agreement in good faith and in accordance with such Opinion of Counsel.
(c) Notwithstanding anything to the contrary, the Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this IndentureAgreement, or to institute, conduct or defend any litigation under this Indenture Agreement or in relation to this IndentureAgreement, at the request, order or direction of any Noteholder Funding Agent or Class A Lender pursuant to the provisions of this Indenture Agreement unless such Noteholder Funding Agent or Class A Lender shall have furnished to the Administrative Agent security or indemnity satisfactory to the Administrative Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(d) The Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, instrument opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Majority HoldersClass A Requisite Lenders; providedprovided that, however, that if the payment within a reasonable time to the Administrative Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Administrative Agent, not reasonably assured to the Administrative Agent by the security afforded to it by the terms of this IndentureAgreement, the Administrative Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Administrative Agent, shall be reimbursed by the Person making such request upon demand.
(e) The Administrative Agent may execute any of the trusts or powers under this Indenture Agreement or any other Transaction Document or perform any duties under this Indenture Agreement or any other Transaction Document either directly or by or through agents or attorneysattorneys or custodians. The Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Administrative Agent. The Administrative Agent shall not be responsible for any misconduct or negligence attributable to the acts or omissions of the Servicer.
(f) The Administrative Agent may rely, as to factual matters relating to the Servicer, on an officer’s certificate of the Servicer.
(g) The Administrative Agent shall not be required to take any action or refrain from taking any action under this IndentureAgreement, or any Transaction Document referred to herein, nor shall any provision of this Indenture Agreement or any such Transaction Document be deemed to impose a duty on the Administrative Agent to take action, if the Administrative Agent shall have been advised by counsel that such action is contrary to the terms of this Indenture Agreement or any Transaction Document or is contrary to law.
(h) The Issuer Borrower and the Servicer hereby (i) acknowledge that the Noteholders Funding Agents and Class A Lenders have the right, in certain instances, to require the Administrative Agent to take or refrain from taking certain actions under the terms of this Indenture Agreement and the other Transaction Documents and (ii) agree that the Administrative Agent has no liability to the Issuer Borrower, or the Servicer Servicer, with respect to taking or refraining from taking any such actions at the request of any NoteholderFunding Agent or Class A Lender.
(i) When this Indenture Agreement or any other Transaction Credit Document provides that a right, consent, approval or duty is expressly stated to be exercisable or performable by the Administrative Agent, the parties hereto understand and agree that the Administrative Agent is entitled to exercise its rights under such provision without the consent of the NoteholdersClass A Lenders.
(j) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary and for the avoidance of doubt, the Administrative Agent may request in, a written notice delivered to the Class A Lenders, a written direction from the Class A Requisite Lenders with respect to any matter requiring the consent, approval, acceptance, or satisfaction of or judgment of adequacy by the Administrative Agent or consultation with the Administrative Agent pursuant to this Agreement or any other Transaction Document, and it is expressly understood and agreed that the Administrative Agent shall be under no obligation to confirm its consent, approval, satisfaction or judgment or so consult without the delivery of such written direction with respect thereto, if requested by the Administrative Agent in such a written notice delivered to the Class A Lenders, and shall have no liability in connection therewith unless and until such requested written direction is received.
(k) The Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and any other Transaction Documents to which it is party. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and any other Transaction Documents to which it is party. No implied covenant or obligations shall be read into this Agreement, or any other Transaction Documents to which it is party, against the Administrative Agent.
(l) Notwithstanding anything contained in this Agreement or any Transaction Document or any related agreement or document to the contrary, the Administrative Agent shall have no liability or responsibility under this Agreement, the Second Amended and Restated Credit Agreement, the Third Amended and Restated Credit Agreement, any Transaction Document or any related agreement or document, in respect of the period prior to the effectiveness of the Second Amended and Restated Credit Agreement, or in connection with the First Amended and Restated Credit Agreement, any Transaction Document thereto or any related agreement or document thereto, or for any act or omission of the Original Administrative Agent or any of its agents under or in connection with the First Amended and Restated Credit Agreement, any Transaction Document thereto or any related agreement or document thereto (each, an “Original Administrative Agent Liability”). In no event shall this Agreement be construed as a waiver, or an assumption by the Administrative Agent, of any Original Administrative Agent Liability.
Appears in 1 contract
Certain Matters Affecting the Administrative Agent. (a) The Administrative Agent may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s 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 or presented by the proper party or parties.
(b) The Administrative Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Administrative Agent under this Indenture Agreement in good faith and in accordance with such Opinion of Counsel.. Seventh Amended and Restated Credit Agreement 143
(c) Notwithstanding anything to the contrary, the Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this IndentureAgreement, or to institute, conduct or defend any litigation under this Indenture Agreement or in relation to this IndentureAgreement, at the request, order or direction of any Noteholder Lender or any Conduit Lender pursuant to the provisions of this Indenture Agreement unless such Noteholder the Lender or Conduit Lender, as the case may be, shall have furnished to the Administrative Agent security or indemnity satisfactory to the Administrative Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(d) The Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, instrument opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Majority HoldersLenders; provided, however, that if the payment within a reasonable time to the Administrative Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Administrative Agent, not reasonably assured to the Administrative Agent by the security afforded to it by the terms of this IndentureAgreement, the Administrative Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Administrative Agent, shall be reimbursed by the Person making such request upon demand.
(e) The Administrative Agent may execute any of the trusts or powers under this Indenture Agreement or any other Transaction Document or perform any duties under this Indenture Agreement or any other Transaction Document either directly or by or through agents or attorneysattorneys or custodians. The Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Administrative Agent. The Administrative Agent shall not be responsible for any misconduct or negligence attributable to the acts or omissions of the Servicerany Service Provider.
(f) The Administrative Agent may rely, as to factual matters relating to the Servicerany Service Provider, on an officer’s certificate of the Servicerapplicable Service Provider.
(g) The Administrative Agent shall not be required to take any action or refrain from taking any action under this IndentureAgreement, or any Transaction Document referred to herein, nor shall any provision of this Indenture Agreement or any such Transaction Document be deemed to impose a duty on the Administrative Agent to take action, if the Administrative Agent shall have been advised by counsel that such action is contrary to the terms of this Indenture Agreement or any Transaction Document or is contrary to law.
(h) The Issuer Borrower and the Servicer Service Providers hereby (i) acknowledge that the Noteholders Lenders and Conduit Lenders have the right, in certain instances, to require the Administrative Agent to take or refrain from taking certain actions under the terms of this Indenture Agreement and the other Transaction Documents and (ii) agree that the Administrative Agent has no liability to the Issuer Borrower, or the Servicer Service Providers, with respect to taking or refraining from taking any such actions at the request of any NoteholderLender or Conduit Lender.
(i) When this Indenture Agreement or any other Transaction Credit Document provides that a right, consent, approval or duty is expressly stated to be exercisable or performable by the Administrative Agent, the parties hereto understand and agree that the Administrative Agent is entitled to exercise its rights under such provision without the consent of the NoteholdersLenders or Conduit Lenders. Seventh Amended and Restated Credit Agreement 144
(j) Except as otherwise expressly provided in this Agreement or the other Transaction Documents and without limitation of any provision requiring the Administrative Agent to obtain the instructions, consent or agreement of a percentage of the Lenders other than the Simple Majority prior to taking or refraining from any action, if the Administrative Agent shall request instructions from the Lenders with respect to any act or action (including the failure to take an action) under this Agreement or any of the other Transaction Documents, the Administrative Agent shall not be required to exercise any discretion or take any action (and shall be fully protected in so acting or refraining from acting) unless it has received instructions of the Lenders who are not affiliated with AerCap which have advanced (or whose Conduit Lenders have advanced) more than 50% of the Outstanding Principal Amount of all Advances held by Lenders who are not affiliated with AerCap (the “Simple Majority”), and the Administrative Agent shall follow such instructions and such instructions shall be binding upon all Lenders, Conduit Lenders and all holders of Notes; provided that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law.
Appears in 1 contract
Certain Matters Affecting the Administrative Agent. (a) The Administrative Agent may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s 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 or presented by the proper party or parties.
(b) The Administrative Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Administrative Agent under this Indenture Agreement in good faith and in accordance with such Opinion of Counsel.
(c) Notwithstanding anything to the contrary, the Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this IndentureAgreement, or to institute, conduct or defend any litigation under this Indenture Agreement or in relation to this IndentureAgreement, at the request, order or direction of any Noteholder Funding Agent or Lender pursuant to the provisions of this Indenture Agreement unless such Noteholder Funding Agent or Lender shall have furnished to the Administrative Agent security or indemnity satisfactory to the Administrative Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(d) The Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, instrument opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Class Majority HoldersLenders; provided, however, that if the payment within a reasonable time to the Administrative Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Administrative Agent, not reasonably assured to the Administrative Agent by the security afforded to it by the terms of this IndentureAgreement, the Administrative Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Administrative Agent, shall be reimbursed by the Person making such request upon demand.
(e) The Administrative Agent may execute any of the trusts or powers under this Indenture Agreement or any other Transaction Document or perform any duties under this Indenture Agreement or any other Transaction Document either directly or by or through agents or attorneysattorneys or custodians. The Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Administrative Agent. The Administrative Agent shall not be responsible for any misconduct or negligence attributable to the acts or omissions of the Servicerany Service Provider.
(f) The Administrative Agent may rely, as to factual matters relating to the Servicerany Service Provider, on an officer’s certificate of the Servicerapplicable Service Provider.
(g) The Administrative Agent shall not be required to take any action or refrain from taking any action under this IndentureAgreement, or any Transaction Document referred to herein, nor shall any provision of this Indenture Agreement or any such Transaction Document be deemed to impose a duty on the Administrative Agent to take action, if the Administrative Agent shall have been advised by counsel that such action is contrary to the terms of this Indenture Agreement or any Transaction Document or is contrary to law.
(h) The Issuer Borrower and the Servicer Service Providers hereby (i) acknowledge that the Noteholders Funding Agents and Lenders have the right, in certain instances, to require the Administrative Agent to take or refrain from taking certain actions under the terms of this Indenture Agreement and the other Transaction Documents and (ii) agree that the Administrative Agent has no liability to the Issuer Borrower, or the Servicer Service Providers, with respect to taking or refraining from taking any such actions at the request of any NoteholderFunding Agent or Lender.
(i) When this Indenture Agreement or any other Transaction Credit Document provides that a right, consent, approval or duty is expressly stated to be exercisable or performable by the Administrative Agent, the parties hereto understand and agree that the Administrative Agent is entitled to exercise its rights under such provision without the consent of the NoteholdersLenders.
Appears in 1 contract
Certain Matters Affecting the Administrative Agent. (a) The Administrative Agent may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s 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 or presented by the proper party or parties.
(b) The Administrative Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Administrative Agent under this Indenture Agreement in good faith and in accordance with such Opinion of Counsel.
(c) Notwithstanding anything to the contrary, the Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this IndentureAgreement, or to institute, conduct or defend any litigation under this Indenture Agreement or in relation to this IndentureAgreement, at the request, order or direction of any Noteholder Funding Agent or Lender pursuant to the provisions of this Indenture Agreement unless such Noteholder Funding Agent or Lender shall have furnished to the Administrative Agent security or indemnity satisfactory to the Administrative Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(d) The Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, instrument opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Class Majority HoldersLenders; provided, however, that if the payment within a reasonable time to the Administrative Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Administrative Agent, not reasonably assured to the Administrative Agent by the security afforded to it by the terms of this IndentureAgreement, the Administrative Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Administrative Agent, shall be reimbursed by the Person making such request upon demand.
(e) The Administrative Agent may execute any of the trusts or powers under this Indenture or any other Transaction Document or perform any duties under this Indenture or any other Transaction Document either directly or by or through agents or attorneys. The Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Administrative Agent. The Administrative Agent shall not be responsible for any misconduct or negligence attributable to the acts or omissions of the Servicer.
(f) The Administrative Agent may rely, as to factual matters relating to the Servicer, on an officer’s certificate of the Servicer.
(g) The Administrative Agent shall not be required to take any action or refrain from taking any action under this Indenture, or any Transaction Document referred to herein, nor shall any provision of this Indenture or any such Transaction Document be deemed to impose a duty on the Administrative Agent to take action, if the Administrative Agent shall have been advised by counsel that such action is contrary to the terms of this Indenture or any Transaction Document or is contrary to law.
(h) The Issuer and the Servicer hereby (i) acknowledge that the Noteholders have the right, in certain instances, to require the Administrative Agent to take or refrain from taking certain actions under the terms of this Indenture and the other Transaction Documents and (ii) agree that the Administrative Agent has no liability to the Issuer or the Servicer with respect to taking or refraining from taking any such actions at the request of any Noteholder.
(i) When this Indenture or any other Transaction Document provides that a right, consent, approval or duty is expressly stated to be exercisable or performable by the Administrative Agent, the parties hereto understand and agree that the Administrative Agent is entitled to exercise its rights under such provision without the consent of the Noteholders.
Appears in 1 contract
Certain Matters Affecting the Administrative Agent. (a) The Administrative Agent may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s 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 or presented by the proper party or parties.
(b) The Administrative Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Administrative Agent under this Indenture Agreement in good faith and in accordance with such Opinion of Counsel.
(c) Notwithstanding anything to the contrary, the Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this IndentureAgreement, or to institute, conduct or defend any litigation under this Indenture Agreement or in relation to this IndentureAgreement, at the request, order or direction of any Noteholder Lender pursuant to the provisions of this Indenture Agreement unless such Noteholder Lender shall have furnished to the Administrative Agent security or indemnity 101 satisfactory to the Administrative Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(d) The Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, instrument opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Majority HoldersLenders; provided, however, that if the payment within a reasonable time to the Administrative Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Administrative Agent, not reasonably assured to the Administrative Agent by the security afforded to it by the terms of this IndentureAgreement, the Administrative Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Administrative Agent, shall be reimbursed by the Person making such request upon demand.
(e) The Administrative Agent may execute any of the trusts or powers under this Indenture Agreement or any other Transaction Document or perform any duties under this Indenture Agreement or any other Transaction Document either directly or by or through agents or attorneysattorneys or custodians. The Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Administrative Agent. The Administrative Agent shall not be responsible for any misconduct or negligence attributable to the acts or omissions of the Servicerany Service Provider.
(f) The Administrative Agent may rely, as to factual matters relating to the Servicerany Service Provider, on an officer’s certificate of the Servicerapplicable Service Provider.
(g) The Administrative Agent shall not be required to take any action or refrain from taking any action under this IndentureAgreement, or any Transaction Document referred to herein, nor shall any provision of this Indenture Agreement or any such Transaction Document be deemed to impose a duty on the Administrative Agent to take action, if the Administrative Agent shall have been advised by counsel that such action is contrary to the terms of this Indenture Agreement or any Transaction Document or is contrary to law.
(h) The Issuer Borrower and the Servicer Manager hereby (i) acknowledge that the Noteholders Lenders have the right, in certain instances, to require the Administrative Agent to take or refrain from taking certain actions under the terms of this Indenture Agreement and the other Transaction Documents and (ii) agree that the Administrative Agent has no liability to the Issuer Borrower or the Servicer Manager with respect to taking or refraining from taking any such actions at the request of any NoteholderLender.
(i) When this Indenture or any other Transaction Document provides that a right, consent, approval or duty is expressly stated to be exercisable or performable by the Administrative Agent, the parties hereto understand and agree that the Administrative Agent is entitled to exercise its rights under such provision without the consent of the Noteholders.
Appears in 1 contract
Samples: Credit Agreement
