Powers and Immunities. Each Bank ---------------------------------------------------------- hereby irrevocably appoints and authorizes Administrative Agent to act as its administrative agent hereunder and under the other Loan Documents with such powers as are specifically delegated to Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or wilful misconduct. Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article III are solely for the benefit of Administrative Agent and Banks, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, Administrative Agent shall act solely as agent of Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower. The duties of Administrative Ag...
Powers and Immunities. Neither Lessor nor Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or in any other Operative Document, be a trustee for any Participant or have any fiduciary duty to any Participant. Notwithstanding anything to the contrary contained herein, neither Lessor nor Agent shall be required to take any action which is contrary to this Agreement or any other Operative Document or any applicable Governmental Rule. Neither Lessor nor Agent nor any Participant shall be responsible to any Participant for any recitals, statements, representations or warranties made by Lessee or any of its Subsidiaries contained in this Agreement or in any other Operative Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Operative Document or for any failure by Lessee or any of its Subsidiaries to perform their respective obligations hereunder or thereunder. Lessor and Agent may employ agents and attorneys-in-fact and shall not be responsible to any Participant for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Lessor nor Agent nor any of their respective directors, officers, employees, agents or advisors shall be responsible to any Participant for any action taken or omitted to be taken by it or them hereunder or under any other Operative Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Lessor and Agent shall take such action with respect to the Operative Documents as shall be directed by the Required Participants.
Powers and Immunities. 43 6.03. Reliance......................................................... 44 6.04. Defaults......................................................... 44 6.05. Indemnification.................................................. 44
Powers and Immunities. 40 6.03. Reliance.............................................................................................. 40 6.04. Defaults.............................................................................................. 40 6.05. Indemnification....................................................................................... 41 6.06. Non-Reliance.......................................................................................... 41 6.07. Resignation or Removal of Agent....................................................................... 41 6.08. Authorization......................................................................................... 42 6.09. Lessor and Agent in their Individual Capacities....................................................... 42 SECTION 7.MISCELLANEOUS........................................................................................ 42 7.01. Notices............................................................................................... 42 7.02. Expenses.............................................................................................. 44 7.03. Indemnification....................................................................................... 44
Powers and Immunities. () Each Bank hereby irrevocably appoints and authorizes Fleet to serve as the Agent hereunder and to act as its agent hereunder and under the other Loan Documents in such capacity. Each Bank irrevocably authorizes the Agent to take such action on behalf of each of the Banks and to exercise all such powers as are expressly delegated to the Agent hereunder and in the other Loan Documents and all related documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement.
Powers and Immunities. Managing Member shall not have any duties or responsibilities under Section 8.6 except those expressly set forth in Section 8.6. Managing Member shall take action under Section 8.6 only upon receipt of a completed Draw Request as set forth in Section 8.6. Whenever in the administration of Section 8.6 the Managing Member shall deem it necessary or desirable that a factual matter be proved or established in connection with Managing Member taking, suffering or omitting to take any action under Section 8.6, such matter may be deemed to be conclusively proved or established by a certificate of an authorized officer of the Class B Member in the case of any action relating to a Class B Draw Request or the Class C Member in the case of any action relating to a Class C Draw Request. Managing Member shall have the right at any time to seek instructions concerning the administration of Section 8.6 from a Class Majority Vote or any court of competent jurisdiction. Managing Member shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under Section 8.6. DM_US 164459608-9.107145.0012
Powers and Immunities. Neither Lessor nor Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or in any other Operative Document, be a trustee for any Participant or have any fiduciary duty to any Participant. Notwithstanding anything to the contrary contained herein, neither Lessor nor Agent shall be required to take any action which is contrary to this Agreement or any other Operative Document or any applicable Governmental Rule. Neither Lessor nor Agent nor any Participant shall be responsible to any Participant for any recitals, statements, representations or warranties made by Lessee or any of its Subsidiaries contained in this Agreement or in any other Operative
Powers and Immunities. The Collateral Custodian (which term as used in this sentence and in Section 7.04 and the first sentence of Section 7.05 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents):
Powers and Immunities. (a) Notwithstanding any provision to the contrary elsewhere in this Agreement or in the Transaction Documents, an Owner shall not have any duties, responsibilities or fiduciary relationship towards any Associated Owners, except those expressly set forth in this Agreement, and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into this Agreement or any other Transaction Document or otherwise exist in relation to an Associated Owner, and any such implied duties that may exist under any applicable law or regulation are hereby waived by each Owner to the fullest extent permitted under such laws and regulations. (b) In relation to the Secured Obligations owed to Associated Owners, an Owner shall not be required to exercise any discretionary rights or remedies under any of the Relevant Transaction Documents or give any consent under any of the Relevant Transaction Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Relevant Transaction Documents, unless it shall have been expressly directed in writing to do so by such Associated Owners.
Powers and Immunities. 41 6.03 Reliance...........................................................41 TABLE OF CONTENTS (Continued) PAGE
