Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time. (c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law. (d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks. (e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereof.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Avery Dennison Corporation), Revolving Credit Agreement (Avery Dennison Corporation)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless an officer of the Administrative Agent has actual knowledge (or the Lender that is then the Administrative Agent) who is responsible for the administration of the Event of Default, Revolving Facility has received notice from the Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, Lenders; provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), ; provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders, until such time as it receives such a notice from the Requisite Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, acting as instructed by the Majority Banks Requisite Lenders, or for refraining from acting, if so instructed by the Requisite Lenders (or or, in each case, all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 2 contracts
Sources: Credit Agreement (West Marine Inc), Credit Agreement (West Marine Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from Borrower and the Borrower Co-Borrowers stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the -------- Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Requisite Banks (or of all of the Banks, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act -------- or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify Law or could result, in the Banks judgment of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such requestAgent, in a material risk of liability to the Administrative Agent may (but shall not be obligated to) take such actionAgent, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in and except that if the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Requisite Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereof.------ Section
Appears in 2 contracts
Sources: Loan Agreement (MGM Grand Inc), 364 Day Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. (a) The Administrative Agent Agent, the Issuing Bank and the Swing Line Bank may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has they have received notice from the Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has have received notice from a Bank stating the nature of the Default or Event of Default and that that such Bank considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Requisite Banks (or of all of the Banks, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Banks of its (or all the Banks, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Creditors.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Requisite Banks (or all the Banks, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 2 contracts
Sources: Loan Agreement (Circus Circus Enterprises Inc), Loan Agreement (Circus Circus Enterprises Inc)
Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a) The Administrative Agent may assume that no Event shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are except as expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may provided in its discretion periodically inspect any property from time to time.Article 6;
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, have any duty to take any discretionary action or exercise its discretion to act or not actany discretionary powers, except discretionary rights and powers expressly contemplated hereby or under any Loan or issuance of a Letter of Credit hereunder 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 required to act expressly provided for herein or not act upon the instructions any borrowing or issuance of the Majority Banks (or a Letter of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02Credit hereunder), provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if to do so would the opinion of its counsel, may expose the Administrative Agent to significant liability or would be that is contrary to any Loan Document borrowing or to issuance of a Letter of Credit hereunder or applicable law. The Administrative Agent will notify , including for the Banks avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(d) shall not, except as expressly set forth herein or under any Loan or issuance of a Letter of Credit hereunder, 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 receipt of any such notice. The Administrative Agent shall take such action with respect Affiliates that is communicated to such Default or Event of Default as may be requested obtained by the Majority Banks in accordance with Section 8; provided, however, that unless and until Person serving as the Administrative Agent has received or any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or its Affiliates in the best interest of the Banksany capacity.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereof.
Appears in 2 contracts
Sources: Credit Agreement (Consolidated Edison Co of New York Inc), Credit Agreement (Consolidated Edison Co of New York Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event Default (other than the failure to make a payment of Default principal or interest when due) has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon comply with the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0212.1) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event has received a notice specified in clause (a) or has actual knowledge of Default has occurred and is continuingthe existence of a Default, the Administrative Agent shall promptly give notice thereof to the Banks and shall act or not act upon comply with the instructions of the Majority Requisite Banks (or of all of the Banks, to the extent required by Section 10.0212.1), provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify Law or would result, in the Banks reasonable judgment of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such requestAgent, in substantial risk of liability to the Administrative Agent may (but shall not be obligated to) take such actionAgent, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in and except that if the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Requisite Banks (or all the Banks, if required under Section 10.02)12.1) fail, notwithstanding any other provision hereoffor five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks.
Appears in 2 contracts
Sources: Unsecured Credit Agreement (BioMed Realty Trust Inc), Unsecured Credit Agreement (BioMed Realty Trust Inc)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except Banks hereby acknowledge that the Administrative Agent shall be required under no duty to act take any discretionary action permitted to be taken by it pursuant to the provisions of this Credit Agreement unless it shall be requested in writing to do so by the Majority Banks. The Banks agree that, to the extent the Borrower must obtain the consent of any or not act upon the instructions all of the Majority Banks pursuant to this Credit Agreement, such consent shall be deemed to have been given unless the Banks from whom such consent must be obtained fail to deny such consent within ten (or of 10) days after the Borrower has requested such consent.
(b) Unless in each case consented to in writing by all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required (i) agree to the modification or waiver of any of the terms of any of the Credit Documents, or (ii) consent to any act or not act if to do so would expose omission by the Borrower, or (iii) exercise any rights which the Administrative Agent may have with respect to significant personal liability the Loans, the Notes, or would be contrary any of the other Credit Documents, if any such agreement, modification, waiver, consent or exercise would:
(i) change or modify the interest rate and repayment provisions set forth in the Credit Documents;
(ii) increase the RLC Commitment;
(iii) extend the Maturity Date of the Loans;
(iv) postpone any date for payment or forgive the payment of principal of, or interest on, the Loans or the payment of any other sum due under the Credit Documents;
(v) waive or change any Event of Default;
(vi) allow any assignment by Borrower of any right or interest in the Credit Documents;
(vii) change or modify the Fees or the payment of such Fees; or
(viii) amend this Section 9A.3.
(c) Upon receipt of an Advance notice from the Borrower, the Administrative Agent shall provide to any Loan Document each Bank a telecopy notice of such Advance (or to applicable lawtelephone notice promptly confirmed by telecopy) not later than 9:30 a.m., San Diego, California local time, one Business Day before a proposed Advance.
(d) If the The Administrative Agent may notagrees to distribute to each Bank by 9:00 a.m., pursuant San Diego, California local time on the immediately following Business Day, its pro rata share of each payment or prepayment of principal of any Loan, each payment of interest on the Loans, and each payment of the Fees that is received from the Borrower prior to Section 9.05(a)3:00 p.m., assume that no Event of Default has occurred and is continuingSan Diego, the Administrative Agent California local time. Any such payments received after 3:00 p.m., San Diego, California local time, on any Business Day shall give notice thereof be made available to the Banks and shall act on or not act upon before 1:00 p.m., San Diego, California local time, on the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banksimmediately following Business Day.
(e) The Administrative Agent shall have agrees to distribute promptly to each Bank a copy of all information received from the Borrower and all amendments and modifications of the Credit Documents.
(f) The Administrative Agreement agrees to distribute or cause to be distributed no liability later than thirty (30) days after the Closing Date to any each Bank for acting, or not acting, as instructed by a copy of the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereofCredit Documents.
Appears in 1 contract
Sources: Credit Agreement (Meritage Corp)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default or Event of Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower Obligors stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except provided that (i) the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all of the Banksother Creditors, provided that and (ii) the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that (i) the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or of all of the Banks, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by Agent, and except that if the Majority Banks in accordance with (or all the Banks, if required under Section 8; provided11.2) fail, however, that unless and until for five (5) Banking Days after the receipt of notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the interests of the Banks, until such time as it receives such a notice from the Majority Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, acting as instructed by the Majority Banks Banks, or for refraining from acting, if so instructed by the Majority Bank (or or, in each case, all the Banks, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such ▇▇▇▇▇▇ considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from Borrower and the Borrower Co-Borrowers stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the -------- Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Requisite Banks (or of all of the Banks, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act -------- or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify Law or could result, in the Banks judgment of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such requestAgent, in a material risk of liability to the Administrative Agent may (but shall not be obligated to) take such actionAgent, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereof.and
Appears in 1 contract
Sources: Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower Borrowers stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Safeskin Corp)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0213.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaws or would result, in the judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0213.2), provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 13.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders, until such time as it receives such a notice from the Requisite Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, acting as instructed by the Majority Banks Requisite Lenders, or for refraining from acting, if so instructed by the Requisite Lenders (or or, in each case, all the BanksLenders, if required under Section 10.0213.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Mississippi Band of Choctaw Indians Dba Choctaw RSRT DVLP E)
Action by Administrative Agent. (a) The Administrative Agent and the Swing Line Lender may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of and the Event of Default, has Swing Line Lender have received written notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received written notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on The Arranger has no obligations under the foregoingLoan Documents, although it is an intended third party beneficiary of those Sections of this Agreement which refer to the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to timeArranger.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except ------ that the Administrative Agent shall be required to act or not act upon the instructions instruc- tions of the Majority Banks Lenders (or of all the BanksLenders, to the extent required by Section 10.02this Agreement) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the -------- Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a written notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks --- Lenders and shall act or not act upon the instructions of the Majority Banks Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative ---- -------- Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Majority Lenders (or all the ------ Lenders, if required under this Agreement) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Lenders (or all the BanksLenders, if required under Section 10.02this Agreement), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Nevada Power Co)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be ---- binding upon the Administrative Agent and all the BanksLenders, provided that -------- the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice - thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), ---- provided that the Administrative Agent shall not be required to act or not -------- act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The notice from the ---- Administrative Agent shall take such action with respect Agent, to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until instruct the Administrative Agent has received any such requestAgent, then the Administrative Agent Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any ---- other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the ------ Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the ---- Administrative Agent and all the BanksLenders, provided that the Administrative -------- Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required ---- -------- to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the ------ Lenders, if required under Section 11.2) fail, for five (5) Banking Days ---- after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any ---- other provision hereof.
Appears in 1 contract
Sources: Revolving/Term Loan Agreement (Data Processing Resources Corp)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, Table of Contents provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Avery Dennison Corporation)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the a Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default or Event of Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except provided that (i) the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all of the Banksother Creditors, provided that and (ii) the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that (i) the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Coast Resorts Inc)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section Article 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Avery Dennison Corporation)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requi- site Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify A- gent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its reasonable discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days -74- 81 after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from Borrower and the Borrower Co-Borrowers stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the -------- Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Requisite Banks (or of all of the Banks, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act -------- or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or could result, in the judgment of the Administrative Agent will notify Agent, in a material risk of liability to the Administrative Agent, and except that if the Requisite Banks of its (or all the Banks, if required under ------ Section 11.2) fail, for five Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Requisite Banks (or all the Banks, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Term Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Bank that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations duties under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0210.1) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to any applicable lawRequirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in subsection (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (Requisite Banks, or of all of the Banks, to the extent as required by Section 10.02)hereunder, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to any applicable law. The Requirement of Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Banks, or all the Banks, if required hereunder, fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (Requisite Banks, or all the Banks, if required under Section 10.02)hereunder, notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Tribe or Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0213.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that -------- the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0213.2), provided that the Administrative Agent shall not be required to act or not -------- act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 13.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders, until such time as it receives such a notice from the Requisite Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, acting as instructed by the Majority Banks Requisite Lenders, or for refraining from acting, if so instructed by the Requisite Lenders (or or, in each case, all the BanksLenders, if required under Section 10.0213.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the 91 Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent Agent, the Issuing Lender and the Swing Line Lender may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has they have received notice from the Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has have received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Creditors.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has they have received notice from the a Parent or any Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has have received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Creditors.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower Borrowers stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the Banksor, to the extent if required by Section 10.0211.2, another group of the Lenders) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or all of the Banksor, to the extent if required by Section 10.0211.2, another group of the Lenders), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or could result, in the judgment of the Administrative Agent will notify Agent, in a material risk of liability to the Banks Administrative Agent, and except that if the Requisite Lenders (or, if required by Section 11.2, another group of its the Lenders) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the Banksor, if required under by Section 10.0211.2, another group of the Lenders), notwithstanding any other provision hereof.
(f) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.
(g) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other Obligations payable under this Agreement and under any other Loan Document; (ii) constituting Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting Property in which the Borrowers or any of their Subsidiaries owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrowers or any of their Subsidiaries under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Requisite Lenders (or, if required by Section 11.2, another group of the Lenders). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.5(g).
(h) Each Lender agrees with and in favor of each other (which agreement shall not be for the benefit of the Borrowers or any of their Subsidiaries) that the Obligations are not and shall not be secured by any real property collateral now or hereafter acquired by such Lender unless all of the Lenders otherwise agree.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event Default (other than the failure to make a payment of Default principal or interest when due) has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower Borrowers stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon comply with the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0212.1) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event has received a notice specified in clause (a) or has actual knowledge of Default has occurred and is continuingthe existence of a Default, the Administrative Agent shall promptly give notice thereof to the Banks and shall act or not act upon comply with the instructions of the Majority Requisite Banks (or of all of the Banks, to the extent required by Section 10.0212.1), provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify Law or would result, in the Banks reasonable judgment of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such requestAgent, in substantial risk of liability to the Administrative Agent may (but shall not be obligated to) take such actionAgent, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in and except that if the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Requisite Banks (or all the Banks, if required under Section 10.02)12.1) fail, notwithstanding any other provision hereoffor five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Banks.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower Representative stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its reasonable discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0212.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0212.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 12.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0212.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Default or Event of Default, has received notice from the Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”Default, or has received notice from a Bank stating the nature of the Default or Event of Default and that that Bank considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower or any of its Subsidiaries, although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Line A Majority Banks (or of all the - 98 - 104 Line A Banks, to the extent required by Section 10.0211.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks, to the extent required by Section 11.2) with respect to the Line B/C Obligations and those instructions shall be binding upon the Administrative Agent and all the Line A Banks or Line B/C Banks, as the case may be, provided that the Administrative Agent shall not be required to act or not act if to do so would would, in the reasonable judgment of the Administrative Agent, expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Line A Majority Banks (or of all of the Line A Banks, to the extent required by Section 10.02)11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks, provided that to the extent required by Section 11.2) with respect to the Line A Obligations or the instructions of the Line B/C Banks to the extent required by Section 11.2) with respect to the Line B/C Obligations fail, for three (3) Banking Days after the receipt of notice from the Administrative Agent shall not be required Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem deems advisable or in for the best interest protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Line A Majority Banks (or all the Line A Banks, if required under Section 10.02)11.2) with respect to the Line A Obligations or the instructions of the Line B/C Majority Banks (or of all the Line B/C Banks to the extent required by Section 11.2) with respect to the Line B/C Obligations, notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the a Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0212.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0212.2), provided PROVIDED that the Administrative Agent shall not be required to act or 77 not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 12.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Day Runner Inc)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower Company stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, to exercise its discretion to act or not act, except EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Lenders (or of all the BanksLenders, to the extent required by Section 10.029.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to has received a notice specified in Section 9.05(a8.5(a), assume that no Event the recipient of Default has occurred and is continuing, the Administrative Agent such notice shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Lenders (or of all of the BanksLenders, to the extent required by Section 10.029.2), provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify Law or would result, in the Banks reasonable judgment of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such requestAgent, in a substantial risk of liability to the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the BanksAgent.
(e) The Administrative Agent shall not have no any liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Lenders (or all the BanksLenders, if required under Section 10.029.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Geologistics Corp)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in ------ the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall ------ be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) ------------ and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be -------- required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give ---------- notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 11.2), provided ------------ -------- -92- that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If Law or would result, in the reasonable judgment of the Administrative Agent may notAgent, pursuant in substantial risk of liability to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give Agent, and except ------ that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of notice thereof ------------ from the Administrative Agent, to instruct the Banks and shall Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act upon as it deems advisable for the instructions protection of the Majority Banks (or all interests of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the BanksLenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), ------------ notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Credit Agreement (West Marine Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default or Event of Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except PROVIDED that (i) the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all of the Banksother Creditors, provided that and (ii) the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided PROVIDED that (i) the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and (ii) if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Hard Rock Hotel Inc)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for Both before and after any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuingDefault, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or all of all the Banks, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If Law or would result, in the reasonable judgment of the Administrative Agent, in a risk of liability to the Administrative Agent. The Administrative Agent may, without the consent of the Majority Banks, take such actions and exercise such discretion as is specified herein. In addition, should the Administrative Agent may not, pursuant propose a course of conduct with respect to Section 9.05(a), assume that no Event the administration of Default has occurred and is continuing, the Administrative Agent shall give notice thereof Loan Documents in writing to the Banks and shall act or not act upon the instructions of should the Majority Banks (or all any of the Banks, to if unanimous approval of such action is required under Section 11.2) fail, for five (5) Banking Days after the extent required by Section 10.02), provided that receipt of notice from the Administrative Agent shall not be required of the proposed course of action, to instruct the Administrative Agent to the contrary, then the Administrative Agent, in its sole discretion, may act or not act if to do so would expose as the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect deems advisable pursuant to such Default or Event course of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banksconduct.
(ed) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.0211.2) or as permitted under clause (c), above, notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Bank that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations duties under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0210.1) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawRequirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in subsection (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (Requisite Banks, or of all of the Banks, to the extent as required by Section 10.02)hereunder, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Requirement of Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Banks, or all the Banks, if required hereunder, fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (Requisite Banks, or all the Banks, if required under Section 10.02)hereunder, notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
Action by Administrative Agent. (a) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.
(b) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuingoccurred, unless the Administrative Agent has actual knowledge of the Default or Event of Default, has received notice from the Borrower Company stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”Default, or has received notice from a Bank stating the nature of the Default or Event of Default and that that the Bank considers the Default or Event of Default to have occurred and to be continuingoccurred.
(bc) The If the Administrative Agent has only those obligations under actual knowledge of a Default or Event of Default, has received notice from the Loan Documents that are expressly set forth therein. Without limitation on Company stating the foregoingnature of a Default or Event of Default or has received notice from a Bank stating the nature of a Default or Event of Default, the Administrative Agent shall have no duty promptly give notice thereof to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to timeBanks.
(cd) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Default or Event of Default has occurred and is continuingoccurred, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that (i) the Administrative Agent may, if it elects to do so in its sole discretion, suspend the taking of any action pending receipt of instructions or authorizations from the Majority Banks of the action to be taken and (ii) the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw.
(de) If the Administrative Agent may not, pursuant to Section 9.05(a), assume has knowledge that no an Event of Default has occurred and is continuingoccurred, the Administrative Agent shall promptly give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or of all of the Banks, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; providedLaw, however, and except that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by if the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereof.11.2) fail to instruct the Administrative Agent within the time periods set forth in
Appears in 1 contract
Sources: Acquisition Term Loan Agreement (Tic Acquisition LLC)
Action by Administrative Agent. (a) The If the Administrative Agent may assume that no receives from the Borrower a written notice of an Event of Default has occurred and is continuingpursuant to Section 8.5 hereof, unless the Administrative Agent has actual knowledge shall promptly give each of the Event of Default, has received Lenders written notice from the Borrower stating the nature thereof. The obligations of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are only those expressly set forth therein. Without limitation on limiting the generality of the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks (or of all the Banks, to the extent required by Section 10.02) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 9.2 and 9.5, and shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not act if be liable for the failure to do so would expose disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.
(d) If of its Affiliates in any capacity. Upon the Administrative Agent may not, pursuant to Section 9.05(a), assume that no occurrence of an Event of Default has occurred and is continuingDefault, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default enforce its Lien on the Collateral and to preserve and protect the Collateral as may be requested directed by the Majority Banks in accordance with Section 8; provided, however, that unless Required Lenders. Unless and until the Administrative Agent has received any Required Lenders give such requestdirection, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or is in violation of applicable law or of any provision of any Loan Document (including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any bankruptcy or insolvency law), and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action, with respect . The Administrative Agent shall be entitled to such assume that no Default or Event of Default as it shall deem advisable exists unless notified in writing to the contrary by a Lender or the Borrower. In all cases in which the best interest of Loan Documents do not require the Banks.
(e) The Administrative Agent to take specific action, the Administrative Agent shall have no liability be fully justified in using its discretion in failing to take or in taking any Bank for actingaction thereunder. Any instructions of the Required Lenders, or not actingof any other group of Lenders called for under the specific provisions of the Loan Documents, as instructed by the Majority Banks (or shall be binding upon all the Banks, if required under Section 10.02), notwithstanding any other provision hereofSecured Parties.
Appears in 1 contract
Sources: Credit Agreement (Penford Corp)
Action by Administrative Agent. The obligations and duties of the Administrative Agent hereunder are only those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a) The Administrative Agent may assume that no Event shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.;
(c) Except for shall not have any obligation duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly set forth in contemplated hereby or by the other Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Majority Required Banks (or such other number or percentage of all the Banks, to the extent required by Section 10.02) and those instructions Banks as shall be binding upon expressly provided for herein or in the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any other Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02Documents), provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if to do so would the opinion of its counsel, may expose the Administrative Agent to significant liability or would be that is contrary to any Loan Document or to applicable law. The , including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any Debtor Relief Law;
(d) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent will notify Agent, Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.herein; and
(e) The Administrative Agent shall not be responsible for or have no liability any duty to ascertain or inquire into (i) any Bank for actingstatement, warranty or not acting, as instructed by the Majority Banks (representation made in or all the Banks, if required under Section 10.02), notwithstanding in connection with this Agreement or any other provision hereofLoan 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
Appears in 1 contract
Sources: Five Year Credit Agreement (Rockwell Automation, Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default or Event of Default, the Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Credit Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Credit Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except provided that (i) the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Required Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all of the Banksother Creditors, provided that and (ii) the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Credit Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders, which notice shall specify a requested action with respect thereto (such notice, a "Default Action Request"), and shall act or not act upon the instructions of the Majority Banks Required Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that (i) the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Credit Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and (ii) if the Required Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of any such notice. The the Default Action Request from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent shall take (A) treat such action with respect failure to such respond as an affirmative response to the Default or Event of Default as may be requested by the Majority Banks Action Request and (B) act in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Bankstherewith.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Required Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Ducommun Inc /De/)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower Borrowers stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that -------- the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or could result, in the judgment of the Administrative Agent, in a material risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required -------- to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or could result, in the judgment of the Administrative Agent will notify Agent, in a material risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under ------ Section 11.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. (a) The Administrative Agent and the Issuing Lender may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has they have received notice from the Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has have received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Creditors.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Tribe or Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0213.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that -------- the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent .
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0213.2), provided that the Administrative Agent shall not be required to act or not -------- act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that ------ if the Requisite Lenders (or all the Lenders, if required under Section 13.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders, until such time as it receives such a notice from the Requisite Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, acting as instructed by the Majority Banks Requisite Lenders, or for refraining from acting, if so instructed by the Requisite Lenders (or or, in each case, all the BanksLenders, if required under Section 10.0213.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Requisite Banks (or of all of the Banks, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Banks of its (or all the Banks, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Requisite Banks (or all the Banks, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Mirage Resorts Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that such Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the ------ Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to ------ act or not act upon the instructions of the Majority Requisite Banks (or of all the Banks, to the extent required by Section 10.0211.2) and those ---- instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable law.be
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Requisite Banks (or of all of the Banks, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall ---- -------- not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or could result, in the judgment of the Administrative Agent will notify Agent, in a material risk of liability to the Administrative Agent, and except that if the Requisite Banks of its (or all the ------ Banks, if required under Section 11.2) fail, for five (5) Banking Days ---- after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the interests of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Requisite Banks (or all the Banks, if required under Section 10.0211.2), notwithstanding any ---- other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (MGM Grand Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0212.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0212.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 12.2) fail, for ten Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0212.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Reducing Revolving Loan Agreement (Station Casinos Inc)
Action by Administrative Agent. (a) The Administrative Agent Agent, the relevant Issuing Lender and the Swing Line Lender may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has they have received notice from the a Parent or any Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has have received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Creditors.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. The obligations and duties of the Administrative Agent hereunder are only those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a) The Administrative Agent may assume that no Event shall not be required to take any action with respect to any Default, except as expressly provided in Article 6;
(b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank stating the nature of the Event of Default and that that Bank considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.;
(c) Except for shall not have any obligation duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly set forth in contemplated hereby or by the other Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be is required to act or not act upon exercise as directed in writing by the instructions of the Majority Required Banks (or such other number or percentage of all the Banks, to the extent required by Section 10.02) and those instructions Banks as shall be binding upon expressly provided for herein or in the Administrative Agent and all the Banks, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any other Loan Document or to applicable law.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02Documents), provided that the Administrative Agent shall not be required to act take any action that, in its opinion or not act if to do so would the opinion of its counsel, may expose the Administrative Agent to significant liability or would be that is contrary to any Loan Document or to applicable law. The , including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any Debtor Relief Law;
(d) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company or any of its Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent will notify Agent, the Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.herein; and
(e) The Administrative Agent shall not be responsible for or have no liability any duty to ascertain or inquire into (i) any Bank for actingstatement, warranty or not acting, as instructed by the Majority Banks (representation made in or all the Banks, if required under Section 10.02), notwithstanding in connection with this Agreement or any other provision hereofLoan 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 or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
Appears in 1 contract
Sources: 364 Day Term Loan Credit Agreement (Rockwell Automation, Inc)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event Default (other than the failure to make a payment of Default principal or interest when due) has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon comply with the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0212.1) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event has received a notice specified in clause (a) or has actual knowledge of Default has occurred and is continuingthe existence of a Default, the Administrative Agent shall promptly give notice thereof to the Banks Lenders and shall act or not act upon comply with the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0219.1), provided that the Administrative Agent shall not be required to act or not act comply with such instructions if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify Law or would result, in the Banks reasonable judgment of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such requestAgent, in substantial risk of liability to the Administrative Agent may (but shall not be obligated to) take such actionAgent, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in and except that if the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.02)19.1) fail, notwithstanding any other provision hereoffor five (5) Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Lenders.
Appears in 1 contract
Sources: Secured Acquisition and Construction Loan Agreement (BioMed Realty Trust Inc)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Required Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Required Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Required Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Required Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Keystone Automotive Industries Inc)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event ------------------------------ obligations of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge hereunder are only those expressly set forth herein. Without limiting the generality of the Event of foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, has received notice from the Borrower stating the nature except as expressly provided in Article VI. The Administrative Agent shall not have by reason of the Event execution and delivery of Default and stating that such notice the Loan Documents to which it is a “notice party, the performance of default”any of its obligations thereunder, or has received notice from a Bank stating by the nature use of the Event term "Administrative Agent", a fiduciary relationship in respect of Default and that that any Bank considers or the Event of Default to have occurred and to be continuingBorrower.
(b) The Administrative Agent has only those obligations under shall promptly forward, or make available by Intralinks or other internet access system, to each Bank tangible or electronic copies, or notify (in writing or electronically and, if electronically, the Administrative Agent will also transmit a fax indicating that the information in question is being transmitted electronically) each Bank as to the contents, of all notices, financial statements and other significant materials and communications received from the Borrower pursuant to the terms of this Agreement or any other Loan Documents Document and, in the event that are expressly set forth therein. Without limitation the Borrower fails to pay when due the principal of or interest on the foregoingany Loan, the Administrative Agent shall have no duty promptly give notice thereof to inspect the Banks. As to any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except matters not expressly provided for any obligation expressly set forth in by the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuingDocuments, the Administrative Agent may, but shall not be required toto exercise any discretion or take any action, exercise its discretion to act or not act, except that the Administrative Agent but shall be required to act or not act to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks (or of all the Required Banks, to the extent required by Section 10.02) and those such instructions shall be binding upon the Administrative Agent and all the Banks; provided, provided however, that the Administrative Agent shall not be required to act or not act if to do so would expose take any action that exposes the Administrative Agent to significant personal liability or would be that is contrary to any Loan Document this Agreement or to applicable law.
(d) . If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event Borrower shall have made any payment of Default has occurred principal of and is continuing, interest on the Administrative Agent shall give notice thereof to the Banks Loans or any other amount due hereunder in accordance with Article II hereof and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not have distributed to each Bank its proper share of such payment on the date on which such payment shall be required received (other than as a result of any shutdown of or disturbance in any payment system or any other event or circumstance beyond the reasonable control of the Administrative Agent), then the Administrative Agent shall pay such proper share to act or not act if to do so would expose such Bank together with interest thereon at the Federal Funds Rate for each day from the date such payment shall have been received from the Borrower until the date such amount is paid by the Administrative Agent to significant liability or would be contrary such Bank. If any Bank transfers funds to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such requestin anticipation of the making of a Loan that is subsequently not made, then the Administrative Agent may (but shall not be obligated to) take agrees to repay such action, or refrain from taking such action, with respect funds to such Default or Event Bank upon the receipt of Default as it shall deem advisable or in a notice from such Bank requesting the best repayment of such funds, together with interest of thereon at the Banks.
(e) The Federal Funds Rate for each day from the date which is the day upon which Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed received a notice from such bank requesting the repayment of such funds until the date such amount is paid by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereofAdministrative Agent to such Bank.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower Company stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations duties under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0210.01) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to any applicable lawRequirement of Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in subsection (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks (Requisite Lenders, or of all of the BanksLenders, to the extent as required by Section 10.02)hereunder, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to any applicable law. The Requirement of Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders, or all the Lenders, if required hereunder, fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks (Requisite Lenders, or all the BanksLenders, if required under Section 10.02)hereunder, notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower Borrowers stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the 109 Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0214.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 14.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0214.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Reducing Revolving and Term Loan Agreement (Station Casinos Inc)
Action by Administrative Agent. (a) The Administrative Agent Agent, the relevant Issuing Lender and the Swing Line Lender may assume that no Default or Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has they have received notice from the a Parent or any Borrower stating the nature of the Default or Event of Default and stating that such notice is a “notice of default”, or has have received notice from a Bank Lender stating the nature of the Default or Event of Default and that that Bank such Lender considers the Default or Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except EXCEPT for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and EXCEPT that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five Business Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Creditors.
(e) The Administrative Agent shall have no liability to any Bank Creditor for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 11.2) fail, for five (5) Banking Days after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any other provision hereof.
Appears in 1 contract
Action by Administrative Agent. (a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may assume that no Event be vested in them or any of Default has occurred them by, and is continuingwith respect to taking or refraining from taking any action or actions which they may be able to take under or in respect of, this Agreement, unless the Administrative Agent has actual knowledge shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; PROVIDED that the Administrative Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Event of DefaultMajority Banks (or, has received notice from where expressly required, all the Borrower stating the nature Banks) unless time is of the Event of Default and stating that essence, in which case, such notice is a “notice of default”, or has received notice from a Bank stating action can be taken at the nature request of the Event Administrative Agents. The Administrative Agent shall incur no liability under or in respect of Default and that that Bank considers this Agreement with respect to anything which it may do or refrain from doing in the Event reasonable exercise of Default its judgment or which may seem to have occurred and it to be continuingnecessary or desirable in the circumstances, except for its gross negligence or willful misconduct as determined by a final, nonappealable judicial order of a court having jurisdiction over the subject matter.
(b) The Administrative Agent has only those obligations under the Loan Documents that are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion liable to act the Banks or not act, except that to any Bank or the Administrative Agent shall be required to act Borrower or not act upon any of the Borrower's Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or of or, where expressly required, all the Banks), and any action taken or failure to the extent required by Section 10.02) and those act pursuant to such instructions shall be binding upon the Administrative Agent and on all the Banks, provided that the . The Administrative Agent shall not be required obligated to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be take any action which is contrary to any Loan Document law or which would in such Person's reasonable opinion subject such Person to applicable lawliability.
(d) If the Administrative Agent may not, pursuant to Section 9.05(a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall give notice thereof to the Banks and shall act or not act upon the instructions of the Majority Banks (or all of the Banks, to the extent required by Section 10.02), provided that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.
(e) The Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 10.02), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Rural Cellular Corp)
Action by Administrative Agent. (a) The Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of the Event of Default, has received notice from the Company or a Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, to exercise its discretion to act or not act, except EXCEPT that the Administrative Agent shall be required to act or not act upon the instructions of the Majority Banks Lenders (or of all the BanksLenders, to the extent required by Section 10.0212.2) and those instructions shall be binding upon the Administrative Agent and all the BanksLenders, provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to has received a notice specified in Section 9.05(a11.5(a), assume that no Event the recipient of Default has occurred and is continuing, the Administrative Agent such notice shall immediately give notice thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Lenders (or of all of the BanksLenders, to the extent required by Section 10.0212.2), provided PROVIDED that the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Administrative Agent will notify Law or would result, in the Banks reasonable judgment of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until the Administrative Agent has received any such requestAgent, in a substantial risk of liability to the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the BanksAgent.
(e) The Administrative Agent shall not have no any liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Lenders (or all the BanksLenders, if required under Section 10.0212.2), notwithstanding any other provision hereof.
Appears in 1 contract
Sources: Loan Agreement (Bekins Co /New/)
Action by Administrative Agent. (a) The Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Event of Default has occurred and is continuing, unless the Administrative Agent has actual knowledge of (or the Event of Default, Lender that is then the Administrative Agent) has received notice from the Borrower stating the nature of the Event of Default and stating that such notice is a “notice of default”, or has received notice from a Bank Lender stating the nature of the Event of Default and that that Bank such Lender considers the Event of Default to have occurred and to be continuing.
(b) The Administrative Agent has only those obligations under the Loan Documents that as are expressly set forth therein. Without limitation on the foregoing, the Administrative Agent shall have no duty to inspect any property of the Borrower although the Administrative Agent may in its discretion periodically inspect any property from time to time.
(c) Except for any obligation expressly set forth in the Loan ------ Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act ------ upon the instructions of the Majority Banks Requisite Lenders (or of all the BanksLenders, to the extent required by Section 10.0211.2) and those instructions shall be ---- binding upon the Administrative Agent and all the BanksLenders, provided that -------- the Administrative Agent shall not be required to act or not act if to do so would expose the Administrative Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawLaw or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.
(d) If the Administrative Agent may not, pursuant to Section 9.05(ahas received a notice specified in clause (a), assume that no Event of Default has occurred and is continuing, the Administrative Agent shall immediately give notice - thereof to the Banks Lenders and shall act or not act upon the instructions of the Majority Banks Requisite Lenders (or of all of the BanksLenders, to the extent required by Section 10.0211.2), provided that the Administrative Agent shall not be required ---- -------- to act or not act if to do so would expose the Administrative Agent to significant liability or would be contrary to any Loan Document or to applicable law. The Law or would result, in the reasonable judgment of the Administrative Agent will notify Agent, in substantial risk of liability to the Banks of its Administrative Agent, and except that if the Requisite Lenders (or all the ------ Lenders, if required under Section 11.2) fail, for five (5) Banking Days ---- after the receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Banks in accordance with Section 8; provided, however, that unless and until notice from the Administrative Agent has received any such requestAgent, to instruct the Administrative Agent Agent, then the Administrative Agent, in its sole discretion, may (but shall act or not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default act as it shall deem deems advisable or in for the best interest protection of the Banksinterests of the Lenders.
(e) The Administrative Agent shall have no liability to any Bank Lender for acting, or not acting, as instructed by the Majority Banks Requisite Lenders (or all the BanksLenders, if required under Section 10.0211.2), notwithstanding any ---- other provision hereof.
Appears in 1 contract