Liability of the Administrative Agent. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan 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 necessary under the circumstances as provided in Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not 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 Subsidiaries or Affiliates that is communicated to or obtained by the institution serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith shall be necessary, under the circumstances as provided in Section 10.08 and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will 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 Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effect.
Appears in 2 contracts
Samples: Credit Agreement (Delta Air Lines, Inc.), Loan Credit Agreement (Delta Air Lines, Inc.)
Liability of the Administrative Agent. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, (i) the Administrative Agent #10384228v33 shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan 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 necessary under the circumstances as provided in Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not 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 Subsidiaries or Affiliates that is communicated to or obtained by the institution serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith shall be necessary, under the circumstances as provided in Section 10.08 and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will 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 Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effect.
Appears in 1 contract
Liability of the Administrative Agent. (a) Neither the Administrative Agent, the Issuing Bank, nor any of their respective directors, officers, employees or agents, shall be liable as such for any action taken or omitted to be taken by any of them, except for such party’s own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Subsidiary of any of the terms, conditions, covenants or agreements contained in any Loan Document. Neither the Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Amended Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent and the Issuing Bank may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall not have any duties or obligations except those expressly set forth herein and in received from the other Loan Documentspayee of such Note notice, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality given as provided herein, of the foregoing, (i) transfer thereof in compliance with Section 9.04. Each of the Administrative Agent and the Issuing Bank shall not in all cases be subject to any fiduciary fully protected in acting, or other implied dutiesrefraining from acting, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing accordance with written instructions signed by the Required Lenders (and, except as otherwise specifically provided herein, such instructions and any action or such other number inaction pursuant thereto shall be binding on all the Lenders and each subsequent holder of any Note. The Administrative Agent, the Issuing Bank and the Required Lenders shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or percentage document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent, the Issuing Bank nor any of their respective directors, officers, employees or agents, shall have any responsibility to the Borrowers on account of the Lenders as shall be necessary under the circumstances as provided failure of or delay in Section 10.08 performance or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have breach by any duty Lender of any of its obligations hereunder or to disclose, and shall not be liable for any Lender on account of the failure to disclose, of or delay in performance or breach by any information relating to other Lender or the Borrower or any Subsidiary of its Subsidiaries or Affiliates that is communicated to or obtained by the institution serving as the Administrative Agent or any of its Affiliates their respective obligations hereunder or under any other Loan Document or in any capacityconnection herewith or therewith. The Administrative Agent and the Issuing Bank may execute any and all duties hereunder by or through agents or employees, shall be entitled to consult with legal counsel, independent public accountants and other experts selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or not omitted to be taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith shall be necessary, under by it in accordance with the circumstances as provided in Section 10.08 and the final paragraph advice of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effectexperts.
Appears in 1 contract
Liability of the Administrative Agent. (a) The None of the Administrative Agent or any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations except those expressly set forth herein omitted to be taken by it or them under or in connection with this Agreement and in the other Loan Documents, and except for its duties hereunder and thereunder shall be administrative in natureown gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may treat a Bank as such until the Administrative Agent shall not be subject receives an executed Assignment Agreement entered into between a Bank and an CHAR_1\F:\DOCS\KAM\BANKING\218148_8 84 Eligible Assignee pursuant to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, Section 14.1; (iib) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders may consult with legal counsel (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable including counsel for the failure to discloseBorrower), any information relating to the Borrower independent public accountants and other experts or any of its Subsidiaries or Affiliates that is communicated to or obtained consultants selected by the institution serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it; (c) shall not be liable for any action taken or not omitted to be taken in good faith by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith accordance with the advice of counsel, accountants, consultants or experts; (d) shall be necessary, under the circumstances as provided in Section 10.08 make no warranty or representation to any Bank and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible forto any Bank for any recitals, statements, warranties or have any duty to ascertain representations, whether written or inquire intooral, (A) any statement, warranty or representation made in or in connection with this Agreement or any the other Loan Document, Documents; (Be) the contents of shall not have any certificate, report duty to ascertain or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) to inquire as to the performance or observance of any of the covenantsterms, agreements or other terms obligations, covenants or conditions set forth herein of this Agreement on the part of the Borrower or therein or to inspect the occurrence property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Event of DefaultBank for the due execution, (D) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of this Agreement, Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other agreement, instrument or document, or (E) document furnished in connection with any of the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, foregoing; and (ivg) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent will not believes in good faith to be required genuine and correct and to take any action thathave been signed, in its opinion sent or made by the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effectproper Person.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc Et Al)
Liability of the Administrative Agent. (a) Neither the Administrative Agent, the Issuing Bank, nor any of their respective directors, officers, employees or agents, shall be liable as such for any action taken or omitted to be taken by any of them, except for such party's own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Subsidiary of any of the terms, conditions, covenants or agreements contained in any Loan Document. Neither the Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Amended Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent and the Issuing Bank may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall not have any duties or obligations except those expressly set forth herein and in received from the other Loan Documentspayee of such Note notice, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality given as provided herein, of the foregoing, (i) transfer thereof in compliance with Section 9.04. Each of the Administrative Agent and the Issuing Bank shall not in all cases be subject to any fiduciary fully protected in acting, or other implied dutiesrefraining from acting, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing accordance with written instructions signed by the Required Lenders (and, except as otherwise specifically provided herein, such instructions and any action or such other number inaction pursuant thereto shall be binding on all the Lenders and each subsequent holder of any Note. The Administrative Agent, the Issuing Bank and the Required Lenders shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or percentage document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent, the Issuing Bank nor any of their respective directors, officers, employees or agents, shall have any responsibility to the Borrower on account of the Lenders as shall be necessary under the circumstances as provided failure of or delay in Section 10.08 performance or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have breach by any duty Lender of any of its obligations hereunder or to disclose, and shall not be liable for any Lender on account of the failure to disclose, of or delay in performance or breach by any information relating to other Lender or the Borrower or any Subsidiary of its Subsidiaries or Affiliates that is communicated to or obtained by the institution serving as the Administrative Agent or any of its Affiliates their respective obligations hereunder or under any other Loan Document or in any capacityconnection herewith or therewith. The Administrative Agent and the Issuing Bank may execute any and all duties hereunder by or through agents or employees, shall be entitled to consult with legal counsel, independent public accountants and other experts selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or not omitted to be taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith shall be necessary, under by it in accordance with the circumstances as provided in Section 10.08 and the final paragraph advice of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effectexperts.
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, (i) Neither the Administrative Agent shall not be subject to any fiduciary or other implied dutiesAgent, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan 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 necessary under the circumstances as provided in Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not 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 Subsidiaries or Affiliates that is communicated to or obtained by the institution serving as the Administrative Agent or nor any of its Affiliates in any capacity. The Administrative Agent and their respective directors, officers, agents or employees shall not be liable for any action taken or not taken by it such Person in connection with any Financing Document (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith shall be necessary, under the circumstances as provided in Section 10.08 and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court or (ii) with the consent or at the request of competent jurisdiction by final nonappealable judgmentthe Required Lenders, provided that this clause (ii) shall not affect any rights the Borrower may have against the Lenders that made such request. The Neither the Administrative Agent Agent, nor its Affiliates and their respective directors, officers, agents or employees shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for, for or have any duty to ascertain ascertain, inquire into or inquire into, verify (Ai) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Financing Document, ; (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (Cii) the performance or observance of any of the covenants, covenants or agreements or other terms or conditions set forth herein or therein or of the occurrence of Borrower in any Event of Default, Financing Document; (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (Eiii) the satisfaction of any condition set forth specified in Section 4 or elsewhere hereinArticle 3, other than to confirm except receipt of items expressly required to be delivered to the Administrative Agent, and ; or (iv) the validity, effectiveness or genuineness of any Financing Document or any other instrument or writing furnished in connection therewith. The Administrative Agent will shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be required a bank wire, telex, facsimile transmission or similar writing) believed by it to take be genuine or to be signed by the proper party or parties. The Administrative Agent may perform any action that, in its opinion or the opinion and all of its counsel, duties and exercise its rights and powers hereunder or under any other Financing Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may expose perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to liability or that is contrary to any Loan Document or applicable law, including for their respective activities in connection with the avoidance of doubt, any action that may be in violation syndication of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effectcredit facilities provided for herein as well as activities as the Administrative Agent.
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent shall not have any duties duty (fiduciary or obligations otherwise) to any of the Lenders except those to the extent expressly set forth herein provided in this Agreement. Neither the Administrative Agent, nor any of its dírectors, officers, agents or employees, shall be xxxxx to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement and in the other Loan Documents, and except for its duties hereunder and thereunder shall be administrative in natureor their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject to (a) may treat the payee of any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) Note as the holder thereof until the Administrative Agent shall not have any duty receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to take any discretionary action Section 10.1; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or consultants selected by the other Loan 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 necessary under the circumstances as provided in Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, it and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the institution serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable xxxxx for any action taken or not omitted to be taken in good faith by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith shall be necessaryaccordance with the advice of such counsel, under the circumstances as provided in Section 10.08 accountants, consultants or experts; (c) makes no warranty or representation to any Lender and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible forto any Lender for any recitals, statements, warranties or have any duty to ascertain representations, whether written or inquire intooral, (A) any statement, warranty or representation made by the Borrower in or in connection with this Agreement or any the other Loan Document, Documents; (Bd) the contents of shall not have any certificate, report duty to ascertain or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) to inquire as to the performance or observance observante of any of the covenantsterms, agreements or other terms obligations, covenants or conditions set forth herein of this Agreement or therein any other Loan Document on the part of the Borrower or to inspect the occurrence property (including, without limitation, any books and records) of the Borrower; (e) shall not be responsible to any Event of DefaultLender for the due execution, (D) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of this Agreement, any other Loan Document Document, any Collateral or other support or security, or any other agreement, instrument or document, or (E) document furnished in connection with any of the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, foregoing; and (ivf) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent will not believes in good faith to be required genuine and correct and to take any action thathave been signed, in its opinion sent or mane by the opinion of its counsel, may expose the Administrative Agent to liability proper party or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effectparties.
Appears in 1 contract
Samples: Credit Agreement
Liability of the Administrative Agent. (a) The Neither the Administrative Agent Agent, the Foreign Currency Agent, nor any of their respective directors, officers, agents or employees shall not have be liable to any duties Lender or obligations except those expressly set forth herein any of such Lender's Affiliates for any action taken or omitted to be taken by it or them under or in connection with this Agreement and in the other Loan Related Documents, and except for its duties hereunder and thereunder shall be administrative in natureor their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject to any fiduciary or other implied dutiesand the Foreign Currency Agent, regardless of whether an Event of Default has occurred and is continuingas applicable, (iia) may treat the payee of any Note as the holder thereof until the Administrative Agent shall not have any duty or the Foreign Currency Agent, as applicable, receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders Section 16.1; (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08 or in the other Loan Documentsb) and may consult with legal counsel (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable including counsel for the failure to disclose, any information relating to the Borrower Parent or any of its Subsidiaries Subsidiaries), independent public accountants and other experts or Affiliates that is communicated to or obtained consultants selected by the institution serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it; (c) shall not be liable for any action taken or not omitted to be taken in good faith by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe or the Foreign Currency Agent, as applicable, in good faith shall be necessaryaccordance with the advice of counsel, under the circumstances as provided in Section 10.08 accountants, consultants or experts; (d) makes no warranty or representation to any Lender and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible forto any Lender for any recitals, statements, warranties or have any duty to ascertain representations, whether written or inquire intooral, (A) any statement, warranty or representation made in or in connection with this Agreement or the Related Documents; (e) shall not have any other Loan Document, (B) the contents of any certificate, report duty to ascertain or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) to inquire as to the performance or observance of any of the covenantsterms, agreements or other terms obligations, covenants or conditions set forth herein of this Agreement on the part of the Parent or therein any of its Subsidiaries or to inspect the occurrence property (including, without limitation, any books and records) of the Parent or any Event Subsidiary of Defaultthe Parent; (f) shall not be responsible to any Lender for the due execution, (D) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of this Agreement, any Related Document, any Collateral or other Loan Document support or security, or any other agreement, instrument or document, or (E) document furnished in connection with any of the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, foregoing; and (ivg) shall incur no liability under or in respect of this Agreement or any Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counselForeign Currency Agent, may expose as applicable, believes in good faith to be genuine and correct and to have been signed, sent or made by the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effectproper Person.
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Liability of the Administrative Agent. (a) Neither the Administrative Agent, the Issuing Bank, nor any of their respective directors, officers, employees or agents, shall be liable as such for any action taken or omitted to be taken by any of them, except for such party's own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Subsidiary of any of the terms, conditions, covenants or agreements contained in any Loan Document. Neither the Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Amended Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent and the Issuing Bank may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall not have any duties or obligations except those expressly set forth herein and in received from the other Loan Documentspayee of such Note notice, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality given as provided herein, of the foregoing, (i) transfer thereof in compliance with Section 9.04. Each of the Administrative Agent and the Issuing Bank shall not in all cases be subject to any fiduciary fully protected in acting, or other implied dutiesrefraining from acting, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing accordance with written instructions signed by the Required Lenders (and, except as otherwise specifically provided herein, such instructions and any action or such other number inaction pursuant thereto shall be binding on all the Lenders and each subsequent holder of any Note. The Administrative Agent, the Issuing Bank and the Required Lenders shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or percentage document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent, the Issuing Bank nor any of their respective directors, officers, employees or agents, shall have any responsibility to the Borrowers on account of the Lenders as shall be necessary under the circumstances as provided failure of or delay in Section 10.08 performance or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have breach by any duty Lender of any of its obligations hereunder or to disclose, and shall not be liable for any Lender on account of the failure to disclose, of or delay in performance or breach by any information relating to other Lender or the Borrower or any Subsidiary of its Subsidiaries or Affiliates that is communicated to or obtained by the institution serving as the Administrative Agent or any of its Affiliates their respective obligations hereunder or under any other Loan Document or in any capacityconnection herewith or therewith. The Administrative Agent and the Issuing Bank may execute any and all duties hereunder by or through agents or employees, shall be entitled to consult with legal counsel, independent public accountants and other experts selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or not omitted to be taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith shall be necessary, under by it in accordance with the circumstances as provided in Section 10.08 and the final paragraph advice of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effectexperts.
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Liability of the Administrative Agent. (a) Neither the Administrative Agent, the Issuing Bank, nor any of their respective directors, officers, employees or agents, shall be liable as such for any action taken or omitted to be taken by any of them, except for such party’s own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Subsidiary of any of the terms, conditions, covenants or agreements contained in any Loan Document. Neither the Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent and the Issuing Bank may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall not have any duties or obligations except those expressly set forth herein and in received from the other Loan Documentspayee of such Note notice, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality given as provided herein, of the foregoing, (i) transfer thereof in compliance with Section 9.04. Each of the Administrative Agent and the Issuing Bank shall not in all cases be subject to any fiduciary fully protected in acting, or other implied dutiesrefraining from acting, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing accordance with written instructions signed by the Required Lenders (and, except as otherwise specifically provided herein, such instructions and any action or such other number inaction pursuant thereto shall be binding on all the Lenders and each subsequent holder of any Note. The Administrative Agent, the Issuing Bank and the Required Lenders shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or percentage document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent, the Issuing Bank nor any of their respective directors, officers, employees or agents, shall have any responsibility to the Borrowers on account of the Lenders as shall be necessary under the circumstances as provided failure of or delay in Section 10.08 performance or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have breach by any duty Lender of any of its obligations hereunder or to disclose, and shall not be liable for any Lender on account of the failure to disclose, of or delay in performance or breach by any information relating to other Lender or the Borrower or any Subsidiary of its Subsidiaries or Affiliates that is communicated to or obtained by the institution serving as the Administrative Agent or any of its Affiliates their respective obligations hereunder or under any other Loan Document or in any capacityconnection herewith or therewith. The Administrative Agent and the Issuing Bank may execute any and all duties hereunder by or through agents or employees, shall be entitled to consult with legal counsel, independent public accountants and other experts selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or not omitted to be taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent will believe in good faith shall be necessary, under by it in accordance with the circumstances as provided in Section 10.08 and the final paragraph advice of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effectexperts.
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