Common use of Action by the Administrative Agent Clause in Contracts

Action by the Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties: (a) shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers, a Bank or an Issuing Bank and shall not be required to take any action with respect to any Default, except as expressly provided in Article VI; (b) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Banks (or such other number or percentage of the Banks as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect, or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any of the foregoing; (d) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Bank or any Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent herein; and (e) shall not be responsible for or have any duty or obligation to any Bank or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms 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 III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Action by the Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties: (a) shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the The Administrative Agent by the Borrowers, a Bank or an Issuing Bank and shall not be required to take any action with respect to any Default, except as expressly provided in Article VI; (b) shall not be subject to any fiduciary or other implied duties, regardless of whether a may assume that no Default has occurred and is continuing;, unless the Administrative Agent has failed to receive any payment due from any Borrower hereunder within the time required under Section 9.1(a) or Section 9.1(b), or the Administrative Agent has received notice from the Company stating the nature of the Default or has received notice from a Bank stating the nature of the Default and that such Bank considers the Default to have occurred and to be continuing. (b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. (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 have any duty be required to, exercise its discretion to take any discretionary action act or exercise any discretionary powersnot act, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is shall be required to exercise as directed in writing by act or not act upon the Required instructions of the Majority Banks (or such other number of all the Banks, to the extent required by Section 13.2) 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 percentage 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 give notice thereof to the Banks as and shall be expressly provided for herein act or in not act upon the other Loan Documentsinstructions of the Majority Banks (or of all the Banks, to the extent required by Section 13.2), provided that the Administrative Agent shall not be required to take any action that, in its opinion act or the opinion of its counsel, may expose the Administrative Agent not act if to liability or that is do so would be contrary to any Loan Document or to applicable lawLaw or would result, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect, or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any of the foregoing; (d) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Bank or any Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, reasonable judgment of the Administrative Agent, Arranger or any in substantial risk of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished liability to the Administrative Agent, and except that if the Majority Banks by (or all the Banks, if required under Section 13.2) fail, for five (5) Banking Days after the receipt of notice from the Administrative Agent herein; andAgent, 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. (e) The Administrative Agent shall not be responsible for or have any duty or obligation no liability to any Bank for acting, or participant not acting, as instructed by the Majority Banks (or all the Banks, if required under Section 13.2), notwithstanding any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms 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 III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentprovision hereof.

Action by the Administrative Agent. (a) The obligations of the Administrative Agent hereunder are only shall not have any duties or obligations except those expressly set forth hereinherein 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 and its Related Parties: (a) shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers, a Bank or an Issuing Bank and shall not be required to take any action with respect to any Default, except as expressly provided in Article VI; (bi) shall not be subject to any fiduciary or other similar implied duties, regardless of whether a Default has occurred and is continuing; (cii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Banks Lenders (or such other number or percentage of the Banks Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect, Debtor Relief Law or that may effect affect a forfeiture, modification or termination of property of a Defaulting Bank Lender in violation of any Debtor Relief Law. 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 foregoing;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; and (diii) shall not 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 information relating to any Bank or any Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties Borrower or any of their Affiliates, its Affiliates that is communicated to, to or obtained or in by the possession of, Person serving as the Administrative Agent, Arranger Agent or any of their Related Parties its Affiliates in any capacity, except . (b) Neither the Administrative Agent nor any of its Related Parties shall be liable for notices, reports and other documents expressly required to be furnished to the Banks any action taken or not taken by the Administrative Agent herein; andunder or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 2.1, 7.2, 7.3 and 9.8 hereof, or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, or a Lender. (ec) Neither the Administrative Agent nor any of its Related Parties shall not be responsible for or have any duty or obligation to any Bank or participant Lender or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document document, or (v) the satisfaction of any condition set forth in Article III Section 5.1 or 5.2 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.