Duties of Administrative Agent; Exculpatory Provisions Sample Clauses

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.
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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...
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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:
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Duties of Administrative Agent; Exculpatory Provisions. 82 Section 10.04 . Reliance by Administrative Agent. 83 Section 10.05 . Delegation of Duties. 84
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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.
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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.
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Related to Duties of Administrative Agent; Exculpatory Provisions

  • Duties of Agent; Exculpatory Provisions (a) The Agent’s duties hereunder are solely ministerial and administrative in nature and the Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, the Agent:

  • Exculpatory Provisions 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:

  • Rights of Administrative Agent Any institution serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Administrative Agent, and such bank and its respective Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate of the Borrower as if it were not an Administrative Agent hereunder.

  • Indemnification of Administrative Agent Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

  • Nature of Duties of Administrative Agent The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise 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 10.2), and (c) except as expressly set forth in the 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 that is communicated to or obtained by 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, its sub-agents or attorneys-in-fact 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 10.2) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a “Default” or “Event of Default” hereunder) is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and 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 III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties.

  • Liability of Administrative Agent; Credit Decision Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

  • Appointment of Administrative Agent (a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

  • Nonliability of Administrative Agent and Lenders The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

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