Duties of Administrative Agent; Exculpatory Provisions. (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in 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 or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law.
Duties of Administrative Agent; Exculpatory Provisions. (a) The Administrative Agent’s duties hereunder are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent:
Duties of Administrative Agent; Exculpatory Provisions. (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not be subject to any fiduciary or other implied duty, whether or not a Default or Event of Default has occurred or is continuing and shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in 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 or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law. The Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, 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 Administrative Agent or any of its Affiliates in any capacity.
Duties of Administrative Agent; Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.01), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of the Lenders for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.01) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice...
Duties of Administrative Agent; Exculpatory Provisions. 82 Section 10.04 . Reliance by Administrative Agent. 83 Section 10.05 . Delegation of Duties. 84
Duties of Administrative Agent; Exculpatory Provisions. 70 SECTION 7.04 Reliance by Administrative Agent 71 SECTION 7.05 Indemnification 71 SECTION 7.06 Delegation of Duties 72 SECTION 7.07 Resignation of Administrative Agent 72 SECTION 7.08 Non-Reliance on Administrative Agent and Other Lenders 73 SECTION 7.09 No Other Duties, etc 74 SECTION 7.10 Intercreditor Agreement 74 Article VIII SECTION 8.01 Amendments, Etc 74 SECTION 8.02 Notices, Etc. 75 SECTION 8.03 No Waiver; Remedies 75 Alliance Term Loan Agreement SECTION 8.04 Costs and Expenses 75 SECTION 8.05 Right of Set-off 77 SECTION 8.06 Binding Effect 78 SECTION 8.07 Assignments and Participations 78 SECTION 8.08 Execution in Counterparts 81 SECTION 8.09 Confidentiality 81 SECTION 8.10 Jurisdiction, Etc. 82 SECTION 8.11 Governing Law 82 SECTION 8.12 Non-Recourse to the General Partner and Associated Persons 82 SECTION 8.13 Patriot Act Notice 83 SECTION 8.14 Entire Agreement 83 SECTION 8.15 WAIVER OF JURY TRIAL 83 Alliance Term Loan Agreement SCHEDULES Schedule I – Commitments and Applicable Lending Offices Schedule II – Subsidiary Guarantors Schedule 4.01(a) – Equity Investors Schedule 4.01(b) – Subsidiaries Schedule 4.01(d) – Authorizations, Approvals, Actions, Notices and Filings Schedule 4.01(f) – Disclosed Litigation Schedule 4.01(n) – Plans and Multiemployer Plans Schedule 4.01(o) – Environmental Disclosure Schedule 4.01(p) – Open Years Schedule 4.01(r) – Existing Debt Schedule 4.01(s) – Surviving Debt Schedule 4.01(t) – Liens Schedule 4.01(u) – Investments Schedule 5.02(q) – Transactions with Affiliates EXHIBITS Exhibit A – Form of Note Exhibit B – Form of Notice of Borrowing Exhibit C – Form of Assignment and Acceptance Exhibit D – Form of Subsidiary Guaranty Exhibit E – Form of Solvency Certificate Exhibit F-1 – Form of Opinion of Counsel to the Loan Parties Exhibit F-2 – Form of Opinion of In-house Counsel to the Loan Parties Alliance Term Loan Agreement TERM LOAN AGREEMENT TERM LOAN AGREEMENT dated as of December 29, 2010 among ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the “Initial Lenders”), CITIBANK, N.A. (“Citibank”), as administrative agent (together with any successor Administrative Agent appointed pursuant to Article VII, the “Administrative Agent”) for the Lenders (as hereinafter defined), and Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner.
