Common use of Duties of the Agents; Exculpatory Provisions Clause in Contracts

Duties of the Agents; Exculpatory Provisions. (a) Each Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent shall 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 the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law.

Appears in 6 contracts

Samples: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)

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Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an 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 the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document this Agreement or applicable lawLaw.

Appears in 4 contracts

Samples: Margin Loan Agreement (Focus Media Holding LTD), Margin Loan Agreement (Focus Media Holding LTD), Margin Loan Agreement (Focus Media Holding LTD)

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an 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 the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document this Agreement or applicable lawLaw.

Appears in 3 contracts

Samples: Margin Loan Agreement (Gazit-Globe LTD), Margin Loan Agreement (Gazit-Globe LTD), Margin Loan Agreement (Gazit-Globe LTD)

Duties of the Agents; Exculpatory Provisions. (a) Each Agent’s duties hereunder and under the other Loan Credit Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Credit Documents. Without limiting the generality of the foregoing, no Agent shall 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 the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Credit Documents), ; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Credit Document or applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Railamerica Inc /De), Credit Agreement (Railamerica Inc /De), Credit Agreement (Wabash National Corp /De)

Duties of the Agents; Exculpatory Provisions. (a) Each Agent’s duties hereunder and under the other Loan Credit Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Credit Documents. Without limiting the generality of the foregoing, no Agent shall 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 the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Credit Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Credit Document or applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Railamerica Inc /De), Management Shareholder Agreement (Railamerica Inc /De)

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Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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 the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that it determines in good faith is contrary to any Loan Document this Agreement or applicable lawLaw and (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing.

Appears in 2 contracts

Samples: Margin Loan Agreement (HNA Tourism Group Co., Ltd.), Margin Loan Agreement (HNA Tourism Group Co., Ltd.)

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an 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 the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to any Loan Document this Agreement or applicable lawLaw.

Appears in 2 contracts

Samples: Margin Loan Agreement (Blackstone Holdings III L.P.), Margin Loan Agreement (Blackstone Holdings III L.P.)

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an 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 the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to this Agreement, any other Margin Loan Document Documentation or applicable lawLaw.

Appears in 1 contract

Samples: Security Agreement (Valor Parent LP)

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