Common use of Exclusive Administration of First Out Obligations Clause in Contracts

Exclusive Administration of First Out Obligations. This Agreement shall not be construed to create a fiduciary relationship between the Administrative Agent and the First Out Lender Parties, on the one hand, and any Last Out Term Lender, on the other hand. Each Last Out Term Lender acknowledges and agrees that the Administrative Agent’s actions under this Agreement are strictly administrative and any repayment of principal or interest or other amount to any Last Out Term Lender is solely dependent upon the Borrower. Except for willful misconduct or actual fraud (as determined by a court of competent jurisdiction in a final and non-appealable decision), each Last Out Term Lender exonerates the First Out Lender Parties and the Administrative Agent of and from any obligation or liability, express or implied, for any loss, depreciation of or failure to realize upon the Advances or any other Obligations, or any Collateral securing the Advances or any other Obligations, or for failure to collect or receive payments of any sums owing from the Borrower or for any mistake, omission, or error of judgment in passing upon or accepting the Advances or any other Obligations, the Collateral, if any, any Loan Documents, or in the making of any advances of monies or extensions of credit to the Borrower, or in making any examinations, audits or reviews of the affairs of the Borrower or the Collateral, or in granting to the Borrower extensions of time for payment of the Advances or any other Obligations (other than any Last Out Term Advances or any Last Out Obligations in violation of the terms of this Agreement, without the consent of the Last Out Term Lenders or Last Out Requisite Lenders as required pursuant to this Agreement) or in administering or monitoring the Collateral for the Advances or any other Obligations. Moreover, the Administrative Agent does not assume and does not have any obligation or liability and undertakes no guaranties, express or implied, with respect to the existing or future financial worth or responsibility of the Borrower, or of any of the Account Debtors of the Borrower, with respect to the genuineness or value of the Collateral or with respect to the payment or the collectability of the Advances or any other Obligations.