Administrative Agent and Other Agents Clause Samples
The "Administrative Agent and Other Agents" clause defines the roles, responsibilities, and authority of the administrative agent and any other agents appointed under a loan or credit agreement. Typically, this clause outlines how the administrative agent acts on behalf of the lenders, manages communications, and coordinates the administration of the loan, while also specifying the scope of duties for any other agents such as collateral or documentation agents. Its core practical function is to ensure efficient management and coordination among multiple parties, clarifying who is responsible for administrative tasks and reducing confusion or disputes regarding agent authority.
Administrative Agent and Other Agents. SECTION 9.01. Appointment and Authorization of the Administrative Agent 174 SECTION 9.02. Delegation of Duties 175 SECTION 9.03. Liability of Agents 175 SECTION 9.04. Reliance by the Administrative Agent 176 SECTION 9.05. Notice of Default 177 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 177 SECTION 9.07. Indemnification of Agents 178 SECTION 9.08. Withholding Tax 178 SECTION 9.09. Agents in Their Individual Capacities 179 SECTION 9.10. Successor Administrative Agent 180 SECTION 9.11. Administrative Agent May File Proofs of Claim 182 SECTION 9.12. Collateral and Guaranty Matters 182 SECTION 9.13. Other Agents; Arrangers and Managers 183 SECTION 9.14. Appointment of Supplemental Administrative Agents 183 SECTION 9.15. Intercreditor Agreements 184 SECTION 10.01 Amendments, Etc .185 SECTION 10.02. Notices and Other Communications; Facsimile Copies 187 SECTION 10.03. No Waiver; Cumulative Remedies 189 SECTION 10.04. Attorney Costs and Expenses 189 SECTION 10.05. Indemnification by the Borrower 190 SECTION 10.06. Payments Set Aside 191 SECTION 10.07. Successors and Assigns 191 SECTION 10.08. Confidentiality 196 SECTION 10.09. Treatment of Information 197 SECTION 10.10. Setoff 198 SECTION 10.11. Interest Rate Limitation 198 SECTION 10.12. Counterparts 199 SECTION 10.13. Integration 199 SECTION 10.14. Survival of Representations and Warranties 199 SECTION 10.15. Severability 199 SECTION 10.16. GOVERNING LAW 199 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY 200 SECTION 10.18. Binding Effect 200 SECTION 10.19. Judgment Currency 201 SECTION 10.20. Lender Action 201 SECTION 10.21. USA PATRIOT Act 201 SECTION 10.22. No Advisory or Fiduciary Responsibility 201 SECTION 10.23. No Personal Liability 202 SECTION 10.24. Defaulting Lender. 202 This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 21, 2012, among AVAYA INC., a Delaware corporation (the “Borrower”), AVAYA HOLDINGS CORP. (FORMERLY KNOWN AS SIERRA HOLDINGS CORP.), a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Administrative Agent and Other Agents. Section 9.01 Appointment and Authority of the Administrative Agent 159 Section 9.02 Rights as a Lender 159 Section 9.03 Exculpatory Provisions 159 Section 9.04 Reliance by the Agents 161 Section 9.05 Delegation of Duties 161
Administrative Agent and Other Agents. Section 1. 0a Appointment and Authorization of Agents.
(i) Each Lender and L/C Issuer hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its successors and permitted assigns to act on its behalf as Administrative Agent hereunder and under the other Loan Documents (subject to the provisions in Section 9.09), and designates and authorizes the Administrative Agent to take such actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Loan Document, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties through its officers, directors, agents, employees, or affiliates. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Regardless of whether a Default has occurred and is continuing and without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties; additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby.
(ii) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and im...
Administrative Agent and Other Agents. Section 9.01. Appointment and Authorization of Agents 144146 Section 9.02. Delegation of Duties 145147 Section 9.03. Liability of Agents 145147 Section 9.04. Reliance by Agents 146148 Section 9.05. Notice of Default 147148 Section 9.06. Credit Decision; Disclosure of Information by Agents 147148 Section 9.07. Indemnification of Agents 147149 Section 9.08. Agents in their Individual Capacities 148149 Section 9.09. Successor Agents 148150 Section 9.10. Administrative Agent May File Proofs of Claim 149150 Section 9.11. Collateral and Guaranty Matters 149151 Section 9.12. Other Agents; Arrangers and Managers 150152 Section 9.13. Appointment of Supplemental Administrative Agents 150152 Section 9.14. [Reserved] 151153 Section 9.15. Cash Management Obligations; Secured Hedge Agreements 151153
Administrative Agent and Other Agents. Section 9.01 Appointment and Authorization of the Administrative Agent 170176 Section 9.02 Rights as a Lender 171177 Section 9.03 Exculpatory Provisions 171177 Section 9.04 Lack of Reliance on the Administrative Agent 173179 Section 9.05 Certain Rights of the Administrative Agent 174180 Section 9.06 Reliance by the Administrative Agent 175181 Section 9.07 Delegation of Duties 176182 Section 9.08 Indemnification 176182 Section 9.09 The Administrative Agent and Collateral Agent in Their Individual Capacities 177183 Section 9.10 Structuring Advisor and Arranger 177183 Section 9.11 Resignation by the Administrative Agent 177183 Section 9.12 Collateral Matters 179185 Section 9.13 [Reserved] 180186 Section 9.14 Administrative Agent May File Proofs of Claim 180186 Section 9.15 Appointment of Supplemental Administrative Agents 181187 Section 9.16 Intercreditor Agreements 182188
Administrative Agent and Other Agents. Section 9.01
Administrative Agent and Other Agents. SECTION 9.01 Appointment and Authorization of the Administrative Agent 186 SECTION 9.02 Rights as a Lender 187 SECTION 9.03 Exculpatory Provisions 187 SECTION 9.04 Lack of Reliance on the Administrative Agent 188 SECTION 9.05 Certain Rights of the Administrative Agent 189 SECTION 9.06 Reliance by the Administrative Agent 189 SECTION 9.07 Delegation of Duties 189 SECTION 9.08 Indemnification 190 SECTION 9.09 The Administrative Agent in Its Individual Capacity 190 SECTION 9.10 [Reserved] 190 SECTION 9.11 Resignation by the Administrative Agent 190 SECTION 9.12 Collateral Matters 192 SECTION 9.13 [Reserved] 193 SECTION 9.14 Administrative Agent May File Proofs of Claim 193 SECTION 9.15 Appointment of Supplemental Administrative Agents 194 SECTION 9.16 Intercreditor Agreements 195 SECTION 9.17 Secured Cash Management Agreements and Secured Hedge Agreements 195 SECTION 9.18 Withholding Tax 196
Administrative Agent and Other Agents. SECTION 9.01 Appointment and Authorization of Agents 185232 SECTION 9.02 Delegation of Duties 186233 SECTION 9.03 Liability of Agents 187233 SECTION 9.04 Reliance by Agents 187234
Administrative Agent and Other Agents. 174173 Section 9.01 Appointment and Authorization of Agents. ................................................. 174173 Section 9.02
Administrative Agent and Other Agents. 01Appointment and Authorization of Agents.