Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not: (a) be required to take any action with respect to any Default, except as expressly provided in Article 6; (b) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6; (c) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing hereunder), 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 borrowing hereunder 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 (d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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.
Appears in 2 contracts
Sources: 364 Day Senior Unsecured Delayed Draw Term Loan Credit Agreement (Consolidated Edison Co of New York Inc), 364 Day Senior Unsecured Term Loan Credit Agreement (Consolidated Edison Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary The Administrative Agent may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have EXCEPT for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder EXCEPT that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 11.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and PROVIDED that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Creditors.
(e) The Administrative Agent shall have no liability to discloseany Creditor for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 2 contracts
Sources: 364 Day Loan Agreement (Harrahs Entertainment Inc), 364 Day Loan Agreement (Harrahs Entertainment Inc)
Action by Administrative Agent. (a) The obligations Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent hereunder are has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth herein, and its duties shall be administrative in naturetherein. Without limiting the generality of limitation on the foregoing, the Administrative Agent shall not:have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(ac) be required to take Except for any action with respect to any Default, except obligation expressly set forth in the Loan Documents and as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless long as the Administrative Agent may assume that no Event of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Majority Banks (or such other number of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Lenders as shall be expressly provided for herein Majority Banks (or any borrowing hereunderall of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may not act if to do so would expose the Administrative Agent to significant liability or that is would be contrary to any borrowing hereunder Loan Document or to applicable law, including for . The Administrative Agent will notify the avoidance Banks of doubt its receipt of any such notice. The Administrative Agent shall take such action that with respect to such Default or Event of Default as may be requested by the Majority Banks in violation of accordance with Section 8; provided, however, that unless and until the automatic stay under Administrative Agent has received any Debtor Relief Law or that such request, the Administrative Agent may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and but shall not be liable obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for the failure to discloseacting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Majority Banks (or all the Administrative Agent or Banks, if required under Section 10.02), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Avery Dennison Corporation), Revolving Credit Agreement (Avery Dennison Corporation)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have EXCEPT for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder EXCEPT that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 11.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or could result, including for in the avoidance of doubt any action that may be in violation judgment of the automatic stay under any Debtor Relief Law or that may effect Administrative Agent, in a forfeiture, modification or termination material risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and PROVIDED that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Lender for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 2 contracts
Sources: Loan Agreement (MGM Mirage), Loan Agreement (Anchor Gaming)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary The Administrative Agent may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless an officer of the Administrative Agent (or the Lender that is then the Administrative Agent) who is responsible for the administration of the Revolving Facility has received notice from Borrower stating the nature of the Default or Event of Default or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 11.2) and those instructions shall be expressly provided for herein or any borrowing hereunder), binding upon the Administrative Agent and all the Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclose, and the extent required by Section 11.2); provided that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders, until such time as it receives such a notice from the Requisite Lenders.
(e) The Administrative Agent shall have no liability to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained Lender for acting as instructed by the Person serving as Requisite Lenders, or for refraining from acting, if so instructed by the Administrative Agent or Requisite Lenders (or, in each case, all the Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 2 contracts
Sources: Credit Agreement (West Marine Inc), Credit Agreement (West Marine Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower and the Co-Borrowers stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act ------ upon the Required Lenders instructions of the Requisite Banks (or such other number of all the Banks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the -------- Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or could result, in the judgment of the Lenders as Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall be expressly provided for herein immediately give notice thereof to the Banks and shall act or any borrowing hereundernot act upon the instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take any action that, in its opinion act -------- or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or could result, including for in the avoidance of doubt any action that may be in violation judgment of the automatic stay under any Debtor Relief Law or that may effect Administrative Agent, in a forfeiture, modification or termination material risk of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty liability to disclosethe Administrative Agent, and shall not be liable for except that if the failure to discloseRequisite Banks (or all the Banks, any information relating to 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.if required under ------ Section
Appears in 2 contracts
Sources: Loan Agreement (MGM Grand Inc), 364 Day Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any DefaultThe Administrative Agent, except as expressly provided in Article 6;
(b) be subject to any fiduciary the Issuing Bank and the Swing Line Bank may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless they have received notice from Borrower stating the nature of the Default or Event of Default or have received notice from a Bank stating the nature of the Default or Event of Default and that such Bank considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Requisite Banks (or such other number of all the Banks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Lenders as Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall be expressly provided for herein immediately give notice thereof to the Banks and shall act or any borrowing hereundernot act upon the instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Banks (or all the Banks, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Creditors.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Creditor for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Banks (or all the Administrative Agent or Banks, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 2 contracts
Sources: Loan Agreement (Circus Circus Enterprises Inc), Loan Agreement (Circus Circus Enterprises Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall notAgent:
(a) shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan or issuance of a Letter of Credit hereunder that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing or issuance of a Letter of Credit hereunder), 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 borrowing or issuance of a Letter of Credit hereunder 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
(d) shall not, except as expressly set forth herein or under any Loan or issuance of a Letter of Credit hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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.
Appears in 2 contracts
Sources: Credit Agreement (Consolidated Edison Co of New York Inc), Credit Agreement (Consolidated Edison Co of New York Inc)
Action by Administrative Agent. The obligations and duties of the Administrative Agent hereunder are only those expressly set forth hereinherein 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 shall notAgent:
(a) shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any by the other Loan hereunder Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders Banks (or such other number or percentage of the Lenders Banks as shall be expressly provided for herein or any borrowing hereunderin 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 borrowing hereunder 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 Bank in violation of any Debtor Relief Law; and
(d) shall not, except as expressly set forth herein or under any and in the other Loan hereunderDocuments, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower 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.
Appears in 2 contracts
Sources: 364 Day Term Loan Credit Agreement (Rockwell Automation, Inc), Credit Agreement (Rockwell Automation Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
may assume that no Default (aother than the failure to make a payment of principal or interest when due) has occurred and is continuing, unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be required to take any action with respect to any Default, except as expressly provided in Article 6;continuing.
(b) be subject to The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.
(c) Except for any fiduciary or other implied duties, regardless of whether a obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by comply with the Required Lenders instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 12.1) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to comply with such other number instructions if to do so would be contrary to any Loan Document or percentage to applicable Law or would result, in the reasonable judgment of the Lenders as Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a) or has actual knowledge of the existence of a Default, the Administrative Agent shall be expressly provided for herein promptly give notice thereof to the Banks and shall comply with the instructions of the Requisite Banks (or any borrowing hereunderof all the Banks, to the extent required by Section 12.1), provided that the Administrative Agent shall not be required to take comply with such instructions if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Banks (or all the Banks, if required under Section 12.1) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose the Administrative Agent to liability act or that is contrary to any borrowing hereunder or applicable law, including not act as it deems advisable for the avoidance of doubt any action that may be in violation protection of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination interests of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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 capacityBanks.
Appears in 2 contracts
Sources: Unsecured Credit Agreement (BioMed Realty Trust Inc), Unsecured Credit Agreement (BioMed Realty Trust Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default or Event of Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from the Obligors stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have EXCEPT for any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights obligation expressly set forth in the Loan Documents and powers expressly contemplated hereby or under any Loan hereunder that as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, PROVIDED that (i) the Administrative Agent shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lenders as shall be expressly provided for herein or any borrowing hereunder)other Creditors, provided that and (ii) the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and PROVIDED that (i) the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Creditor for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 2 contracts
Sources: Loan Agreement (Wheeling Land Development Corp), Loan Agreement (Wdra Food Service Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default or Event of Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Credit Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights obligation expressly set forth in the Credit Documents and powers expressly contemplated hereby or under any Loan hereunder that as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, provided that (i) the Administrative Agent shall be required to exercise as directed in writing by act or not act upon the instructions of the Required Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lenders as shall be expressly provided for herein or any borrowing hereunder)other Creditors, provided that and (ii) the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Credit Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein or under any Loan hereunderIf the Administrative Agent has received a notice specified in clause (a), have any duty the Administrative Agent shall immediately give notice thereof to disclosethe Lenders, which notice shall specify a requested action with respect thereto (such notice, a "Default Action Request"), and shall act or not be liable for act upon the failure to discloseinstructions of the Required Lenders (or of all the Lenders, any information relating to the Borrower or any of its Affiliates extent required by Section 11.2), provided that is communicated to or obtained by the Person serving as (i) the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Credit Document or to applicable Law or would result, in the reasonable judgment of its Affiliates the Administrative Agent, in substantial risk of liability to the Administrative Agent, and (ii) if the Required Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of the Default Action Request from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent shall (A) treat such failure to respond as an affirmative response to the Default Action Request and (B) act in accordance therewith.
(e) The Administrative Agent shall have no liability to any capacityCreditor for acting, or not acting, as instructed by the Required Lenders (or all the Lenders, if required under Section 11.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Ducommun Inc /De/)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from the Borrowers stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have EXCEPT for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder EXCEPT that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 11.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and PROVIDED that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Lender for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary The Administrative Agent may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from the Tribe or Borrower stating the nature of the Default or Event of Default or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act ------ upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 13.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that -------- the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent .
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 13.2), provided that the Administrative Agent shall not be required to take act or not -------- act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 13.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders, until such time as it receives such a notice from the Requisite Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder or applicable law, including Lender 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
(d) except acting as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders, or for refraining from acting, if so instructed by the Administrative Agent or Requisite Lenders (or, in each case, all the Lenders, if required under Section 13.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall notAgent:
(a) shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan or issuance of a Letter of Credit hereunder that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing or issuance of a Letter of Credit hereunder), 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 borrowing or issuance of a Letter of Credit hereunder 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
(d) shall not, except as expressly set forth herein or under any Loan or issuance of a Letter of Credit hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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 affiliates in any capacity.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Edison Co of New York Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary The Administrative Agent may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from the Company stating the nature of the Default or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to take any discretionary action exercise its discretion to act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder EXCEPT that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Majority Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 9.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in its opinion or the opinion reasonable judgment of its counsel, may expose the Administrative Agent in substantial risk of liability to liability or that is contrary to any borrowing hereunder 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; andAdministrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in Section 8.5(a), the recipient of such notice shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Majority Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 9.2), and PROVIDED that the Administrative Agent shall not be liable for required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the failure to disclosereasonable judgment of the Administrative Agent, any information relating in a substantial risk of liability to the Borrower Administrative Agent.
(e) The Administrative Agent shall not have any liability to any Lender for acting, or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Majority Lenders (or all the Administrative Agent or Lenders, if required under Section 9.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Geologistics Corp)
Action by Administrative Agent. The obligations and duties of the Administrative Agent hereunder are only those expressly set forth hereinherein 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 shall notAgent:
(a) shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any by the other Loan hereunder Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders Banks (or such other number or percentage of the Lenders Banks as shall be expressly provided for herein or any borrowing hereunderin 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 borrowing hereunder 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 Bank in violation of any Debtor Relief Law; and;
(d) shall not, except as expressly set forth herein or under any and in the other Loan hereunderDocuments, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any credit or other information relating to concerning the Borrower business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its Affiliates Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, the 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 Banks by the Person serving as the Administrative Agent herein; and
(e) 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 its Affiliates any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any capacityof 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.
Appears in 1 contract
Sources: 364 Day Term Loan Credit Agreement (Rockwell Automation, Inc)
Action by Administrative Agent. The obligations and duties of the Administrative Agent hereunder are only those expressly set forth hereinherein 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 shall notAgent:
(a) shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any by the other Loan hereunder Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders Banks (or such other number or percentage of the Lenders Banks as shall be expressly provided for herein or any borrowing hereunderin 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 borrowing hereunder 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 Bank in violation of any Debtor Relief Law; and;
(d) shall not, except as expressly set forth herein or under any and in the other Loan hereunderDocuments, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any credit or other information relating to concerning the Borrower business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its Affiliates 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 Banks by the Person serving as the Administrative Agent herein; and
(e) 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 its Affiliates any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any capacityof 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.
Appears in 1 contract
Sources: Five Year Credit Agreement (Rockwell Automation, Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a The Administrative Agent may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Both before and after any duty to take any discretionary action or exercise any discretionary powersDefault, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Majority Banks (or such other number or percentage all of the Lenders as Banks, to the extent required by Section 11.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in its opinion the reasonable judgment of the Administrative Agent, in a risk of liability to the Administrative Agent. The Administrative Agent may, without the consent of the Majority Banks, take such actions and exercise such discretion as is specified herein. In addition, should the Administrative Agent propose a course of conduct with respect to the administration of the Loan Documents in writing to the Banks and should the Majority Banks (or any of the opinion Banks, if unanimous approval of its counselsuch action is required under Section 11.2) fail, may expose for five (5) Banking Days after the receipt of notice from the Administrative Agent of the proposed course of action, to instruct the Administrative Agent to liability the contrary, then the Administrative Agent, in its sole discretion, may act or that is contrary not act as the Administrative Agent deems advisable pursuant to any borrowing hereunder or applicable law, including for the avoidance such course 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; andconduct.
(d) except The Administrative Agent shall have no liability to any Bank for acting, or not acting, as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving Majority Banks (or all the Banks, if required under Section 11.2) or as the Administrative Agent or permitted under clause (c), above, notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, Banks hereby acknowledge that the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Credit Agreement unless it shall be requested in writing to do so by the Majority Banks. The Banks agree that, to the extent the Borrower must obtain the consent of any or exercise any discretionary powersall of the Banks pursuant to this Credit Agreement, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that such consent shall be deemed to have been given unless the Administrative Agent is required Banks from whom such consent must be obtained fail to exercise as directed deny such consent within ten (10) days after the Borrower has requested such consent.
(b) Unless in each case consented to in writing by all the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing hereunder)Banks, provided that the Administrative Agent shall not be required (i) agree to take the modification or waiver of any action thatof the terms of any of the Credit Documents, in its opinion or (ii) consent to any act or omission by the opinion of its counselBorrower, may expose or (iii) exercise any rights which the Administrative Agent may have with respect to liability the Loans, the Notes, or that is contrary to any borrowing hereunder or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under other Credit Documents, if any Debtor Relief Law such agreement, modification, waiver, consent or that may effect a forfeitureexercise would:
(i) change or modify the interest rate and repayment provisions set forth in the Credit Documents;
(ii) increase the RLC Commitment;
(iii) extend the Maturity Date of the Loans;
(iv) postpone any date for payment or forgive the payment of principal of, modification or termination of property of a Defaulting Lender in violation interest on, the Loans or the payment of any Debtor Relief Lawother sum due under the Credit Documents;
(v) waive or change any Event of Default;
(vi) allow any assignment by Borrower of any right or interest in the Credit Documents;
(vii) change or modify the Fees or the payment of such Fees; andor
(viii) amend this Section 9A.3.
(c) Upon receipt of an Advance notice from the Borrower, the Administrative Agent shall provide to each Bank a telecopy notice of such Advance (or telephone notice promptly confirmed by telecopy) not later than 9:30 a.m., San Diego, California local time, one Business Day before a proposed Advance.
(d) except as expressly set forth herein The Administrative Agent agrees to distribute to each Bank by 9:00 a.m., San Diego, California local time on the immediately following Business Day, its pro rata share of each payment or under prepayment of principal of any Loan hereunderLoan, have any duty to discloseeach payment of interest on the Loans, and each payment of the Fees that is received from the Borrower prior to 3:00 p.m., San Diego, California local time. Any such payments received after 3:00 p.m., San Diego, California local time, on any Business Day shall not be liable for the failure to disclose, any information relating made available to the Borrower Banks on or any of its Affiliates that is communicated to or obtained by before 1:00 p.m., San Diego, California local time, on the Person serving as the immediately following Business Day.
(e) The Administrative Agent agrees to distribute promptly to each Bank a copy of all information received from the Borrower and all amendments and modifications of the Credit Documents.
(f) The Administrative Agreement agrees to distribute or any cause to be distributed no later than thirty (30) days after the Closing Date to each Bank a copy of its Affiliates in any capacitythe Credit Documents.
Appears in 1 contract
Sources: Credit Agreement (Meritage Corp)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
may assume that no Default (aother than the failure to make a payment of principal or interest when due) has occurred and is continuing, unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be required to take any action with respect to any Default, except as expressly provided in Article 6;continuing.
(b) be subject to The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.
(c) Except for any fiduciary or other implied duties, regardless of whether a obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by comply with the Required instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 12.1) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to comply with such other number instructions if to do so would be contrary to any Loan Document or percentage to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a) or has actual knowledge of the existence of a Default, the Administrative Agent shall promptly give notice thereof to the Lenders as and shall be expressly provided for herein comply with the instructions of the Requisite Lenders (or any borrowing hereunderof all the Lenders, to the extent required by Section 19.1), provided that the Administrative Agent shall not be required to take comply with such instructions if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 19.1) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose the Administrative Agent to liability act or that is contrary to any borrowing hereunder or applicable law, including not act as it deems advisable for the avoidance of doubt any action that may be in violation protection of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination interests of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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 capacityLenders.
Appears in 1 contract
Sources: Secured Acquisition and Construction Loan Agreement (BioMed Realty Trust Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the ------ Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by ------ act or not act upon the Required Lenders instructions of the Requisite Banks (or such other number of all the Banks, to the extent required by Section 11.2) and those ---- instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Banks and shall act or percentage not act upon the instructions of the Lenders as shall be expressly provided for herein Requisite Banks (or any borrowing hereunderof all the Banks, to the extent required by Section 11.2), provided that the Administrative Agent shall ---- -------- not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent, and except that if the Requisite Banks (or all the ------ Banks, if required under Section 11.2) fail, for five (5) Banking Days ---- after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Banks.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Bank for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Banks (or all the Administrative Agent or Banks, if required under Section 11.2), notwithstanding any of its Affiliates in any capacity---- other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
may assume that no Default (aother than the failure to make a payment of principal or interest when due) has occurred and is continuing, unless the Administrative Agent has received notice from Borrowers stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be required to take any action with respect to any Default, except as expressly provided in Article 6;continuing.
(b) be subject to The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.
(c) Except for any fiduciary or other implied duties, regardless of whether a obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by comply with the Required Lenders instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 12.1) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to comply with such other number instructions if to do so would be contrary to any Loan Document or percentage to applicable Law or would result, in the reasonable judgment of the Lenders as Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a) or has actual knowledge of the existence of a Default, the Administrative Agent shall be expressly provided for herein promptly give notice thereof to the Banks and shall comply with the instructions of the Requisite Banks (or any borrowing hereunderof all the Banks, to the extent required by Section 12.1), provided that the Administrative Agent shall not be required to take comply with such instructions if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Banks (or all the Banks, if required under Section 12.1) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose the Administrative Agent to liability act or that is contrary to any borrowing hereunder or applicable law, including not act as it deems advisable for the avoidance of doubt any action that may be in violation protection of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination interests of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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 capacityBanks.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a The Administrative Agent may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower Representative stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its reasonable discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 12.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 12.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 12.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 12.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a The Administrative Agent may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from the Company or a Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to take any discretionary action exercise its discretion to act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder EXCEPT that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Majority Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 12.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in its opinion or the opinion reasonable judgment of its counsel, may expose the Administrative Agent in substantial risk of liability to liability or that is contrary to any borrowing hereunder 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; andAdministrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in Section 11.5(a), the recipient of such notice shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Majority Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 12.2), and PROVIDED that the Administrative Agent shall not be liable for required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the failure to disclosereasonable judgment of the Administrative Agent, any information relating in a substantial risk of liability to the Borrower Administrative Agent.
(e) The Administrative Agent shall not have any liability to any Lender for acting, or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Majority Lenders (or all the Administrative Agent or Lenders, if required under Section 12.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Bekins Co /New/)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act ------ upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be ---- binding upon the Administrative Agent and all the Lenders, provided that -------- the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice - thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required ---- -------- to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the ------ Lenders, if required under Section 11.2) fail, for five (5) Banking Days ---- after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacity---- other provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a The Administrative Agent and the Swing Line Lender may assume that no Default has occurred and is continuing, except unless the Administrative Agent and the Swing Line Lender have received written notice from Borrower stating the nature of the Default or has received written notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein. The Arranger has no obligations under the Loan Documents, although it is an intended third party beneficiary of those Sections of this Agreement which refer to the Arranger.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder ------ that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instruc- tions of the Majority Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by this Agreement) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided that the -------- Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a written notice specified in clause (a), the Administrative Agent shall give notice thereof to the --- Lenders and shall act or under any Loan hereundernot act upon the instructions of the Majority Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and provided that the Administrative ---- -------- Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Majority Lenders (or all the ------ Lenders, if required under this Agreement) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Lender for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Majority Lenders (or all the Administrative Agent or Lenders, if required under this Agreement), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Nevada Power Co)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall notAgent:
(a) shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such #95372686v23 other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing hereunder), 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 borrowing hereunder 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
(d) shall not, except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Consolidated Edison Co of New York Inc)
Action by Administrative Agent. (a) The obligations Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent hereunder are has actual knowledge of the Event of Default, has received notice from Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth herein, and its duties shall be administrative in naturetherein. Without limiting the generality of limitation on the foregoing, the Administrative Agent shall not:have no duty to inspect any property of Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(ac) be required to take Except for any action with respect to any Default, except obligation expressly set forth in the Loan Documents and as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless long as the Administrative Agent may assume that no Event of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Majority Banks (or such other number of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Lenders as shall be expressly provided for herein Majority Banks (or any borrowing hereunderall of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may not act if to do so would expose the Administrative Agent to significant liability or that is would be contrary to any borrowing hereunder Loan Document or to applicable law, including for . The Administrative Agent will notify the avoidance Banks of doubt its receipt of any such notice. The Administrative Agent shall take such action that with respect to such Default or Event of Default as may be requested by the Majority Banks in violation of accordance with Article 8; provided, however, that unless and until the automatic stay under Administrative Agent has received any Debtor Relief Law or that such request, the Administrative Agent may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and but shall not be liable obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for the failure to discloseacting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Majority Banks (or all the Administrative Agent or Banks, if required under Section 10.02), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Avery Dennison Corporation)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any DefaultThe Administrative Agent, except as expressly provided in Article 6;
(b) be subject to any fiduciary the relevant Issuing Lender and the Swing Line Lender may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have EXCEPT for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder EXCEPT that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 11.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and PROVIDED that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Creditors.
(e) The Administrative Agent shall have no liability to discloseany Creditor for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The obligations of the Administrative Agent hereunder are only those expressly set forth hereinshall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in them or any of them by, and its duties shall with respect to taking or refraining from taking any action or actions which they may be administrative able to take under or in nature. Without limiting the generality of the foregoingrespect of, this Agreement, unless the Administrative Agent shall not:
(a) be required have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or refrain from taking such other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing hereunder), provided action; PROVIDED that the Administrative Agent shall not be required to take exercise any action thatrights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) unless time is of the essence, in its opinion which case, such action can be taken at the request of the Administrative Agents. The Administrative Agent shall incur no liability under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the opinion reasonable exercise of its counseljudgment or which may seem to it to be necessary or desirable in the circumstances, may expose except for its gross negligence or willful misconduct as determined by a final, nonappealable judicial order of a court having jurisdiction over the subject matter.
(b) The Administrative Agent to liability or that is contrary to any borrowing hereunder 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for to the failure Banks or to disclose, any information relating to Bank or the Borrower or any of its Affiliates that is communicated the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), and any action taken or failure to or obtained by the Person serving as the act pursuant to such instructions shall be binding on all Banks. The Administrative Agent shall not be obligated to take any action which is contrary to law or any of its Affiliates which would in any capacitysuch Person's reasonable opinion subject such Person to liability.
Appears in 1 contract
Sources: Loan Agreement (Rural Cellular Corp)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act ------ upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be ---- binding upon the Administrative Agent and all the Lenders, provided that -------- the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Lenders as shall be expressly provided for herein or any borrowing hereunderAdministrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice - thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), ---- provided that the Administrative Agent shall not be required to take act or not -------- act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the ---- Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacity---- other provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a The Administrative Agent may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in ------ the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall ------ be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 11.2) ------------ and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be -------- required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give ---------- notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and provided ------------ -------- -92- that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except ------ that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice ------------ from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Lender for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), ------------ notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Credit Agreement (West Marine Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any DefaultThe Administrative Agent, except as expressly provided in Article 6;
(b) be subject to any fiduciary the relevant Issuing Lender and the Swing Line Lender may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Creditors.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Creditor for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Bank that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those duties under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Requisite Banks (or such other number or percentage of all the Lenders as Banks, to the extent required by Section 10.1) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawRequirement of Law or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except If the Administrative Agent has received a notice specified in subsection (a), the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Requisite Banks, or of all the Banks, as expressly set forth herein or under any Loan required hereunder, have any duty to disclose, and provided that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Banks, or all the Banks, if required hereunder, fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to discloseany Bank for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Banks, or all the Administrative Agent or Banks, if required hereunder, notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default or Event of Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have EXCEPT for any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights obligation expressly set forth in the Loan Documents and powers expressly contemplated hereby or under any Loan hereunder that as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, PROVIDED that (i) the Administrative Agent shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lenders as shall be expressly provided for herein or any borrowing hereunder)other Creditors, provided that and (ii) the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and PROVIDED that (i) the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Creditor for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Hard Rock Hotel Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Bank that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those duties under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Requisite Banks (or such other number or percentage of all the Lenders as Banks, to the extent required by Section 10.1) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to any applicable lawRequirement of Law or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except If the Administrative Agent has received a notice specified in subsection (a), the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Requisite Banks, or of all the Banks, as expressly set forth herein or under any Loan required hereunder, have any duty to disclose, and provided that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to any applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Banks, or all the Banks, if required hereunder, fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to discloseany Bank for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Banks, or all the Administrative Agent or Banks, if required hereunder, notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default or Event of Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from the Obligors stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights obligation expressly set forth in the Loan Documents and powers expressly contemplated hereby or under any Loan hereunder that as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, provided that (i) the Administrative Agent shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lenders as shall be expressly provided for herein or any borrowing hereunder)other Creditors, provided that and (ii) the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and provided that (i) the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Creditor for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary The Administrative Agent and the Issuing Lender may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless they have received notice from Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have EXCEPT for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder EXCEPT that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 11.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and PROVIDED that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Creditors.
(e) The Administrative Agent shall have no liability to discloseany Creditor for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrowers stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Safeskin Corp)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary The Administrative Agent may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from the Borrower stating the nature of the Default or Event of Default or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have EXCEPT for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder EXCEPT that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 13.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaws or would result, including for in the avoidance of doubt any action that may be in violation judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 13.2), and PROVIDED that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 13.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders, until such time as it receives such a notice from the Requisite Lenders.
(e) The Administrative Agent shall have no liability to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained Lender for acting as instructed by the Person serving as Requisite Lenders, or for refraining from acting, if so instructed by the Administrative Agent or Requisite Lenders (or, in each case, all the Lenders, if required under Section 13.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Mississippi Band of Choctaw Indians Dba Choctaw RSRT DVLP E)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary The Administrative Agent may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from the Tribe or Borrower stating the nature of the Default or Event of Default or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act ------ upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 13.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that -------- the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 13.2), provided that the Administrative Agent shall not be required to take act or not -------- act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 13.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders, until such time as it receives such a notice from the Requisite Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder or applicable law, including Lender 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
(d) except acting as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders, or for refraining from acting, if so instructed by the Administrative Agent or Requisite Lenders (or, in each case, all the Lenders, if required under Section 13.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.
(b) The Administrative Agent may assume that no Default or Event of Default has occurred, unless the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality has actual knowledge of the foregoingDefault or Event of Default, has received notice from the Company stating the nature of the Default or Event of Default, or has received notice from a Bank stating the nature of the Default or Event of Default and that the Bank considers the Default or Event of Default to have occurred.
(c) If the Administrative Agent has actual knowledge of a Default or Event of Default, has received notice from the Company stating the nature of a Default or Event of Default or has received notice from a Bank stating the nature of a Default or Event of Default, the Administrative Agent shall not:promptly give notice thereof to the Banks.
(ad) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default or Event of Default has occurred, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that (i) the Administrative Agent may, if it elects to do so in its sole discretion, suspend the taking of any action pending receipt of instructions or authorizations from the Majority Banks of the action to be taken and (ii) the Administrative Agent shall be required to take any action with respect act or not act upon the instructions of the Majority Banks (or of all the Banks, to any Defaultthe extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall not be required to exercise as directed in writing by act or not act if to do so would be contrary to any Loan Document or to applicable Law.
(e) If the Required Lenders Administrative Agent has knowledge that an Event of Default has occurred, the Administrative Agent shall promptly give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or such other number or percentage of all the Lenders as shall be expressly provided for herein or any borrowing hereunderBanks, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law, in its opinion and except that if the Majority Banks (or all the opinion of its counselBanks, may expose if required under Section 11.2) fail to instruct the Administrative Agent to liability or that is contrary to any borrowing hereunder or applicable law, including for within 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
(d) except as expressly time periods set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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.in
Appears in 1 contract
Sources: Acquisition Term Loan Agreement (Tic Acquisition LLC)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights that the ------ Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and powers expressly contemplated hereby or under any Loan hereunder those instructions shall be binding upon the ---- Administrative Agent and all the Lenders, provided that the Administrative -------- Agent is shall not be required to exercise as directed act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in writing by the Required reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as shall be expressly provided for herein or any borrowing hereunderLenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required ---- -------- to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the ------ Lenders, if required under Section 11.2) fail, for five (5) Banking Days ---- after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacity---- other provision hereof.
Appears in 1 contract
Sources: Revolving/Term Loan Agreement (Data Processing Resources Corp)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a The Administrative Agent may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the instructions of the Required Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Required Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Required Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Required Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Keystone Automotive Industries Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default or Event of Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights obligation expressly set forth in the Loan Documents and powers expressly contemplated hereby or under any Loan hereunder that as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, provided that (i) the Administrative Agent shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all of the Lenders as shall be expressly provided for herein or any borrowing hereunder)other Creditors, provided that and (ii) the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 11.2), and provided that (i) the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Creditor for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Coast Resorts Inc)
Action by Administrative Agent. (a) The ------------------------------ obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) not be required to take any action with respect to any Default, except as expressly provided in Article 6;VI. The Administrative Agent shall not have by reason of the execution and delivery of the Loan Documents to which it is a party, the performance of any of its obligations thereunder, or by the use of the term "Administrative Agent", a fiduciary relationship in respect of any Bank or the Borrower.
(b) be subject to any fiduciary The Administrative Agent shall promptly forward, or make available by Intralinks or other implied dutiesinternet access system, regardless of whether a Default has occurred and is continuingto each Bank tangible or electronic copies, except as expressly provided or notify (in Article 6;
(c) have any duty to take any discretionary action writing or exercise any discretionary powerselectronically and, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that if electronically, the Administrative Agent will also transmit a fax indicating that the information in question is being transmitted electronically) each Bank as to the contents, of all notices, financial statements and other significant materials and communications received from the Borrower pursuant to the terms of this Agreement or any other Loan Document and, in the event that the Borrower fails to pay when due the principal of or interest on any Loan, the Administrative Agent shall promptly give notice thereof to the Banks. As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall not be required to exercise as directed any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in writing by so acting or refraining from acting) upon the instructions of the Required Lenders (or Banks, and such other number or percentage of the Lenders as instructions shall be expressly provided for herein or any borrowing hereunder)binding upon all the Banks; provided, provided however, that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose that exposes the Administrative Agent to personal liability or that is contrary to any borrowing hereunder this Agreement 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to . If the Borrower shall have made any payment of principal of and interest on the Loans or any of its Affiliates that is communicated to or obtained by the Person serving as other amount due hereunder in accordance with Article II hereof and the Administrative Agent shall not have distributed to each Bank its proper share of such payment on the date on which such payment shall be received (other than as a result of any shutdown of or disturbance in any payment system or any other event or circumstance beyond the reasonable control of its Affiliates the Administrative Agent), then the Administrative Agent shall pay such proper share to such Bank together with interest thereon at the Federal Funds Rate for each day from the date such payment shall have been received from the Borrower until the date such amount is paid by the Administrative Agent to such Bank. If any Bank transfers funds to the Administrative Agent in any capacityanticipation of the making of a Loan that is subsequently not made, then the Administrative Agent agrees to repay such funds to such Bank upon the receipt of a notice from such Bank requesting the repayment of such funds, together with interest thereon at the Federal Funds Rate for each day from the date which is the day upon which Administrative Agent shall have received a notice from such bank requesting the repayment of such funds until the date such amount is paid by the Administrative Agent to such Bank.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any DefaultThe Administrative Agent, except as expressly provided in Article 6;
(b) be subject to any fiduciary the Issuing Lender and the Swing Line Lender may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless they have received notice from Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Creditors.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Creditor for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act ------ upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that -------- the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required -------- to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under ------ Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only shall not have any duties or obligations except those expressly set forth hereinherein and in the other Loan Documents, and its duties shall be mechanical and administrative in nature. Nothing in this Agreement or any of the Loan Documents is intended to or shall be construed to impose upon the Administrative Agent any obligations in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent shall notAgent:
(a) be required to take shall not have by reason of this Agreement a fiduciary relationship in respect of any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties▇▇▇▇▇▇, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(cb) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any by the other Loan hereunder Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing hereunderin 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 borrowing hereunder 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
(dc) shall not, except as expressly set forth herein or under any and in the other Loan hereunderDocuments, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary of the Borrower or any other Affiliate of its Affiliates the foregoing that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
Appears in 1 contract
Sources: Credit Agreement
Action by Administrative Agent. (a) The obligations Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent hereunder are has actual knowledge of the Default or Event of Default, has received notice from Borrower stating the nature of the Default or Event of Default, or has received notice from a Bank stating the nature of the Default or Event of Default and that Bank considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth herein, and its duties shall be administrative in naturetherein. Without limiting the generality of limitation on the foregoing, the Administrative Agent shall not:have no duty to inspect any property of Borrower or any of its Subsidiaries, although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(ac) be required to take Except for any action with respect to any Default, except obligation expressly set forth in the Loan Documents and as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless long as the Administrative Agent may assume that no Event of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Line A Majority Banks (or such other number of all the - 98 - 104 Line A Banks, to the extent required by Section 11.2) with respect to the Line A Obligations or percentage the instructions of the Lenders as Line B/C Majority Banks (or of all the Line B/C Banks, to the extent required by Section 11.2) with respect to the Line B/C Obligations and those instructions shall be expressly provided for herein binding upon the Administrative Agent and all the Line A Banks or any borrowing hereunder)Line B/C Banks, as the case may be, provided that the Administrative Agent shall not be required to take any action thatact or not act if to do so would, in its opinion or the opinion reasonable judgment of its counselthe Administrative Agent, may expose the Administrative Agent to significant liability or that is would be contrary to any borrowing hereunder Loan Document or to 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.
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Line A Majority Banks (or of all the Line A Banks, to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks, to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Banks to the extent required by Section 11.2) with respect to the Line B/C Obligations fail, for three (3) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Line A Majority Banks (or all the Line A Banks, if required under Section 11.2) with respect to the Line A Obligations or the instructions of its Affiliates in the Line B/C Majority Banks (or of all the Line B/C Banks to the extent required by Section 11.2) with respect to the Line B/C Obligations, notwithstanding any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requi- site Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative A- gent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its reasonable discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days -74- 81 after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower and the Co-Borrowers stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act ------ upon the Required Lenders instructions of the Requisite Banks (or such other number of all the Banks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the -------- Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or could result, in the judgment of the Lenders as Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall be expressly provided for herein immediately give notice thereof to the Banks and shall act or any borrowing hereundernot act upon the instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act -------- or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent, and except that if the Requisite Banks (or all the Banks, if required under ------ Section 11.2) fail, for five Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Banks.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Bank for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Banks (or all the Administrative Agent or Banks, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Term Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from the Borrowers stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage or, if required by Section 11.2, another group of the Lenders as Lenders) and those instructions shall be expressly binding upon the Administrative Agent and all the Lenders, provided for herein that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any borrowing hereunderLoan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or, if required by Section 11.2, another group of the Lenders), provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or, if required by Section 11.2, another group of the Lenders) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to any Lender for acting, or not acting, as instructed by the Requisite Lenders (or, if required by Section 11.2, another group of the Lenders), notwithstanding any other provision hereof.
(f) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action thatwith respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(g) The Lenders irrevocably authorize the Administrative Agent, at its option and in its opinion discretion, to release any Lien granted to or the opinion of its counsel, may expose held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting Property sold or to liability be sold or that disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting Property in which the Borrowers or any of their Subsidiaries owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrowers or any of their Subsidiaries under a lease which has expired or been terminated in a transaction permitted under this Agreement or is contrary about to expire and which has not been, and is not intended by the Borrowers or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Requisite Lenders (or, if required by Section 11.2, another group of the Lenders). Upon request by the Administrative Agent at any borrowing hereunder time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or applicable law, including items of Collateral pursuant to this Section 10.5(g).
(h) Each Lender agrees with and in favor of each other (which agreement shall not be for the avoidance of doubt any action that may be in violation benefit of the automatic stay under Borrowers or any Debtor Relief Law or of their Subsidiaries) that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, the Obligations are not and shall not be liable for secured by any real property collateral now or hereafter acquired by such Lender unless all of the failure to disclose, any information relating to 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 capacityLenders otherwise agree.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a The Administrative Agent may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such ▇▇▇▇▇▇ considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The obligations Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent hereunder are has actual knowledge of the Event of Default, has received notice from Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth herein, and its duties shall be administrative in naturetherein. Without limiting the generality of limitation on the foregoing, the Administrative Agent shall not:have no duty to inspect any property of Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(ac) be required to take Except for any action with respect to any Default, except obligation expressly set forth in the Loan Documents and as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless long as the Administrative Agent may assume that no Event of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Majority Banks (or such other number of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, Table of Contents provided that the Administrative Agent shall not be required to act or percentage not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Lenders as shall be expressly provided for herein Majority Banks (or any borrowing hereunderall of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may not act if to do so would expose the Administrative Agent to significant liability or that is would be contrary to any borrowing hereunder Loan Document or to applicable law, including for . The Administrative Agent will notify the avoidance Banks of doubt its receipt of any such notice. The Administrative Agent shall take such action that with respect to such Default or Event of Default as may be requested by the Majority Banks in violation of accordance with Section 8; provided, however, that unless and until the automatic stay under Administrative Agent has received any Debtor Relief Law or that such request, the Administrative Agent may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and but shall not be liable obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for the failure to discloseacting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Majority Banks (or all the Administrative Agent or Banks, if required under Section 10.02), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Avery Dennison Corporation)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower and the Co-Borrowers stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act ------ upon the Required Lenders instructions of the Requisite Banks (or such other number of all the Banks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the -------- Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or could result, in the judgment of the Lenders as Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall be expressly provided for herein immediately give notice thereof to the Banks and shall act or any borrowing hereundernot act upon the instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take any action that, in its opinion act -------- or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or could result, including for in the avoidance of doubt any action that may be in violation judgment of the automatic stay under any Debtor Relief Law or that may effect Administrative Agent, in a forfeiture, modification or termination material risk of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating liability to 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.Agent, and
Appears in 1 contract
Sources: Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from the Company stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those duties under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 10.01) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to any applicable lawRequirement of Law or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except If the Administrative Agent has received a notice specified in subsection (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders, or of all the Lenders, as expressly set forth herein or under any Loan required hereunder, have any duty to disclose, and provided that the Administrative Agent shall not be liable required to act or not act if to do so would be contrary to any Loan Document or to any applicable Requirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders, or all the Lenders, if required hereunder, fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Lender for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders, or all the Administrative Agent or Lenders, if required hereunder, notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrowers stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights that the 109 Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2) and powers expressly contemplated hereby or under any Loan hereunder those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent is shall not be required to exercise as directed act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in writing by the Required reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as shall be expressly provided for herein or any borrowing hereunderLenders, to the extent required by Section 14.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 14.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 14.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Reducing Revolving and Term Loan Agreement (Station Casinos Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only shall not have any duties or obligations except those expressly set forth hereinherein and in the other Loan Documents, and its duties shall be mechanical and administrative in nature. Nothing in this Agreement or any of the Loan Documents is intended to or shall be construed to impose upon the Administrative Agent any obligations in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent shall notAgent:
(a) be required to take shall not have by reason of this Agreement a fiduciary relationship in respect of any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied dutiesLender, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(cb) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any by the other Loan hereunder Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing hereunderin 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 borrowing hereunder 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
(dc) shall not, except as expressly set forth herein or under any and in the other Loan hereunderDocuments, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary of the Borrower or any other Affiliate of its Affiliates the foregoing that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
Appears in 1 contract
Sources: Credit Agreement
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number or percentage of all the Lenders as Lenders, to the extent required by Section 12.2) and those instructions shall be expressly provided for herein or any borrowing hereunder)binding upon the Administrative Agent and all the Lenders, provided PROVIDED that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any borrowing hereunder Loan Document or to applicable lawLaw or would result, including for in the avoidance of doubt any action that may be in violation reasonable judgment of the automatic stay under any Debtor Relief Law or that may effect a forfeitureAdministrative Agent, modification or termination in substantial risk of property of a Defaulting Lender in violation of any Debtor Relief Law; andliability to the Administrative Agent.
(d) except as expressly set forth herein If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or under any Loan hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, have any duty to disclosethe extent required by Section 12.2), and PROVIDED that the Administrative Agent shall not be liable required to act or 77 not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 12.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the failure protection of the interests of the Lenders.
(e) The Administrative Agent shall have no liability to discloseany Lender for acting, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained not acting, as instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Day Runner Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 12.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 12.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 12.2) fail, for ten Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 12.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Reducing Revolving Loan Agreement (Station Casinos Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from a Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a The Administrative Agent may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Majority Banks (or such other number of all the Banks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Lenders as Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall be expressly provided for herein give notice thereof to the Banks and shall act or any borrowing hereundernot act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Majority Banks (or all the Banks, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Banks, until such time as it receives such a notice from the Majority Banks.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder or applicable law, including Bank 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
(d) except acting as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Majority Banks, or for refraining from acting, if so instructed by the Administrative Agent or Majority Bank (or, in each case, all the Banks, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent has received notice from Borrower stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required Lenders instructions of the Requisite Banks (or such other number of all the Banks, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Lenders as Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall be expressly provided for herein immediately give notice thereof to the Banks and shall act or any borrowing hereundernot act upon the instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Banks (or all the Banks, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Banks.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Bank for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Banks (or all the Administrative Agent or Banks, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Mirage Resorts Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any the borrowing hereunder), 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 the borrowing hereunder 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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.
Appears in 1 contract
Sources: 364 Day Senior Unsecured Term Loan Credit Agreement (Consolidated Edison Inc)
Action by Administrative Agent. The obligations (a) Absent actual knowledge of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoingexistence of a Default, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing, except unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the 91 Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Lenders.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Lender for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations and duties of the Administrative Agent hereunder are only those expressly set forth hereinherein 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 shall notAgent:
(a) shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any by the other Loan hereunder Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders Banks (or such other number or percentage of the Lenders Banks as shall be expressly provided for herein or any borrowing hereunderin 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 borrowing hereunder 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 Bank in violation of any Debtor Relief Law; and;
(d) shall not, except as expressly set forth herein or under any and in the other Loan hereunderDocuments, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any credit or other information relating to concerning the Borrower business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its Affiliates Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, the 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 Banks by the Person serving as the Administrative Agent herein; and
(e) 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 its Affiliates any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any capacityof 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 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
Appears in 1 contract
Action by Administrative Agent. If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant to Section 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. The obligations of the Administrative Agent hereunder under the Loan Documents are only those expressly set forth herein, and its duties shall be administrative in naturetherein. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary or other implied dutiesSections 9.2 and 9.5, regardless of whether a Default has occurred and is continuingshall not, except as expressly provided in Article 6;
(c) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any borrowing hereunder), 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 borrowing hereunder 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
(d) except as expressly set forth herein or under any and in the other Loan hereunderDocuments, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or is in violation of applicable law or of any provision of any Loan Document (including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any bankruptcy or insolvency law), and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender or the Borrower. In all cases in which the Loan Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Secured Parties.
Appears in 1 contract
Sources: Credit Agreement (Penford Corp)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall notAgent:
(a) shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, except as expressly provided in Article 6;
(c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or any the borrowing hereunder), 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 the borrowing hereunder 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
(d) shall not, except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to 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.
Appears in 1 contract
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(a) be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) be subject to any fiduciary The Administrative Agent may assume that no Default or other implied duties, regardless Event of whether a Default has occurred and is continuing, except unless they have received notice from a Parent or any Borrower stating the nature of the Default or Event of Default or have received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly provided in Article 6;set forth therein.
(c) have Except for any duty obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or under any Loan hereunder that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Requisite Lenders (or such other number of all the Lenders, to the extent required by Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or percentage not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders as and shall be expressly provided for herein act or any borrowing hereundernot act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided that the Administrative Agent shall not be required to take act or not act if to do so would be contrary to any action thatLoan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its opinion or the opinion of its counselsole discretion, may expose act or not act as it deems advisable for the protection of the interests of the Creditors.
(e) The Administrative Agent to shall have no liability or that is contrary to any borrowing hereunder Creditor for acting, or applicable lawnot acting, 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
(d) except as expressly set forth herein or under any Loan hereunder, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained instructed by the Person serving as Requisite Lenders (or all the Administrative Agent or Lenders, if required under Section 11.2), notwithstanding any of its Affiliates in any capacityother provision hereof.
Appears in 1 contract