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 221 Section 9.02 Rights as a Lender 222 Section 9.03 Exculpatory Provisions 222 Section 9.04 Lack of Reliance on the Administrative Agent 226 Section 9.05 Certain Rights of the Administrative Agent 227 Section 9.06 Reliance by the Administrative Agent 228 Section 9.07 Delegation of Duties 228 Section 9.08 Indemnification 229 Section 9.09 The Administrative Agent and Collateral Agent in Their Individual Capacities 229 Section 9.10 [Reserved] 230 Section 9.11 Resignation by the Administrative Agent 230 Section 9.12 Collateral Matters 231 Section 9.13 L/C Issuer 233 Section 9.14 Administrative Agent May File Proofs of Claim 234 Section 9.15 Appointment of Supplemental Administrative Agents 235 Section 9.16 Intercreditor Agreements 235 Section 9.17 Erroneous Payments 236 Section 9.18 Agent’s Discretion 238 Section 9.19 Certain ERISA Matters 239
Administrative Agent and Other Agents. Section 9.01. Appointment and Authorization of Administrative Agent 151134 Section 9.02. Delegation of Duties 152135 Section 9.03. Liability of Agents 152135 Section 9.04. Reliance by Administrative Agent 152135
Administrative Agent and Other Agents. Section 9.01 Appointment and Authority of the Administrative Agent 158188 Section 9.02 Rights as a Lender 159189 Section 9.03 Exculpatory Provisions 159176 Section 9.04 Reliance by the Agents 160178
Administrative Agent and Other Agents. SECTION 9.01. Appointment and Authorization of Agents 115 SECTION 9.02. Delegation of Duties 116 SECTION 9.03. Liability of Agents 117 SECTION 9.04. Reliance by Agents 117 SECTION 9.05. Notice of Default 117 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 118 SECTION 9.07. Indemnification of Agents 118 SECTION 9.08. Agents in their Individual Capacities 119 SECTION 9.09. Successor Agents 119 SECTION 9.10. Administrative Agent May File Proofs of Claim 120 SECTION 9.11. Collateral and Guaranty Matters 121 SECTION 9.12. Other Agents; Arrangers and Managers 121 SECTION 9.13. Appointment of Supplemental Administrative Agents 122 SECTION 10.01. Amendments, Etc. 123 SECTION 10.02. Notices and Other Communications; Facsimile Copies 124 SECTION 10.03. No Waiver; Cumulative Remedies 126 SECTION 10.04. Attorney Costs, Expenses and Taxes 126 SECTION 10.05. Indemnification by the Borrower 126 SECTION 10.06. Payments Set Aside 127 SECTION 10.07. Successors and Assigns 128 SECTION 10.08. Confidentiality 134 SECTION 10.09. Setoff 135 SECTION 10.10. Interest Rate Limitation 135 SECTION 10.11. Counterparts 136 SECTION 10.12. Integration 136 SECTION 10.13. Survival of Representations and Warranties 136 SECTION 10.14. Severability 136 SECTION 10.15. Tax Forms 136 SECTION 10.16. Governing Law 139 SECTION 10.17. Waiver of Right to Trial by Jury 139 SECTION 10.18. Binding Effect 139 SECTION 10.19. Lender Action 140 SECTION 10.20. USA PATRIOT Act 140 SECTION 10.21. No Fiduciary Relationship 140 SCHEDULES I Guarantors 1.01A Certain Security Interests and Guarantees
1. 01B Mortgaged Properties 1.01C Immaterial Subsidiaries
1. 01D Related Professional Corporations 2.01 Commitments 5.09 Environmental Matters 5.10 Taxes 5.11 ERISA Compliance 5.12 Subsidiaries and Other Equity Investments 6.13(a)(ii) Certain Post-Closing Obligations 7.01(b) Existing Liens 7.02(f) Existing Investments 7.03(b) Existing Indebtedness 7.05(l) Dispositions 7.08 Transactions with Affiliates 7.09 Existing Restrictions EXHIBITS A Committed Loan Notice B Swing Line Loan Notice C-1 Tranche A Term Note C-2 Tranche B Term Note C-3 Revolving Credit Note D Compliance Certificate E Assignment and Assumption F Guaranty G Security Agreement H Mortgage J Intellectual Property Security Agreement K Auction Procedures L Affiliated Lender Assignment Assumption This CREDIT AGREEMENT (“Agreement”) is entered into as of June 29, 2011, among TEAM HEALTH, INC., a Tennessee corporation (the “Borrower”), TEAM HEA...
Administrative Agent and Other Agents. Section 9.01 Appointment and Authorization of Agents 127130 Section 9.02 Delegation of Duties 127130 Section 9.03 Liability of Agents 128131 Section 9.04 Reliance by Agents 128131 Section 9.05 Notice of Default 129132 Section 9.06 Credit Decision; Disclosure of Information by Agents 129132 Section 9.07 Indemnification of Agents 130133 Section 9.08 Agents in their Individual Capacities 130133 Section 9.09 Successor Agents 130133 Section 9.10 Administrative Agent May File Proofs of Claim 131134 Section 9.11 Collateral and Guaranty Matters 132135 Section 9.12 Other Agents; Arrangers and Managers 134137 Section 9.13 Appointment of Supplemental Administrative Agents 134137 Section 9.14 Withholding Tax 135138 Section 9.15 Erroneous Payments 135138
Administrative Agent and Other Agents. (a) Appointment and Authority of the Administrative Agent. Each Lender hereby irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such rights, powers and remedies as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto (including but not limited to acting as the disbursing and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection with the Loan Documents (including any proceeding described in Section 8.01(f) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent). The provisions of this Article IX, other than in respect of Section 9.03(b), 9.05, Section 9.09, Section 9.11, Section 9.13 and Section 9.14, are solely for the benefit of the Administrative Agent and the Lenders, and the Loan Parties shall not have rights as a third party beneficiary of any such provisions. 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 each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank and/or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) ...
Administrative Agent and Other Agents. Section 14.
Administrative Agent and Other Agents. Section 9.01
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 cm. Appointment and Authorization of Agents . #93847511v24 284. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action 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 it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative 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 the Administrative Agent. 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. 285. [Reserved].