Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct; (d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and (e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 8 contracts
Sources: Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 6 contracts
Sources: Revolving Credit Agreement (Atlas Energy Resources, LLC), Credit Agreement (Atlas America Inc), Revolving Credit Agreement (Atlas Energy Resources, LLC)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 6 contracts
Sources: Credit Agreement (Kinder Morgan Energy Partners L P), Credit Agreement (Kinder Morgan Energy Partners L P), Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 6 contracts
Sources: Credit Agreement (Callon Petroleum Co), Credit Agreement (Wca Waste Corp), Credit Agreement (Atp Oil & Gas Corp)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 hereof and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other LenderBank;
(b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person Company to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 6 contracts
Sources: 364 Day Term Loan Credit Agreement (Motorola Solutions, Inc.), Revolving Credit Agreement (Motorola Solutions, Inc.), Revolving Credit Agreement (Motorola Solutions, Inc.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of or the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term is expressly authorized as used in agent to enforce, on behalf of the Lenders, all rights and remedies available to it or the Lenders under this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officersAgreement, directors, employees and agents):
(a) any other Loan Document or applicable law. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and in under the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be trustee for, or otherwise have a fiduciary or trustee for relationship in respect of, any Lender except to the extent that the Administrative Lender. The Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person Loan Party to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the gross negligence or willful misconduct of any such agents or attorneys-in-fact selected by it in good faiththe Agent with reasonable care. The Administrative Neither the Agent may deem and treat the payee nor any of a Note as the holder thereof its Affiliates, directors, officers, employees, attorneys or agents shall be liable or responsible for all purposes hereof unless and until a notice of the assignment any action taken or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer omitted to be subject to the provisions of Section 14.07. Except to the extent expressly provided taken by them hereunder or in Sections 13.08 and 13.10connection herewith, the provisions of this Article XIII are solely except for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify their own gross negligence or waive such provisions of this Article XIII in their sole and absolute discretionwillful misconduct.
Appears in 5 contracts
Sources: Short Term Revolving Credit Agreement (Ag-Chem Equipment Co Inc), Short Term Revolving Credit Agreement (Ag-Chem Equipment Co Inc), Revolving Credit Agreement (Ag-Chem Equipment Co Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 SECTION 11.05 and the first sentence of Section 13.06 SECTION 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to SECTION 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 4 contracts
Sources: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp), Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.), Revolving Credit and Term Loan Agreement (Atlas America Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 4 contracts
Sources: Credit Agreement (Resource America Inc), Credit Agreement (Atlas America Inc), Credit Agreement (Atlas Pipeline Partners Lp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 4 contracts
Sources: Credit Agreement (Castle Dental Centers Inc), Credit Agreement (Miller Exploration Co), Credit Agreement (Kinder Morgan Energy Partners Lp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Atlas America Inc), Revolving Credit and Term Loan Agreement (Atlas America Inc), Revolving Credit Agreement (Atlas Pipeline Partners Lp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and or in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document Credit Document, be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty Lender. Notwithstanding anything to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contrary contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Document or Applicable Lawany applicable Governmental Rule. The relationship between the Administrative Neither Agent and each nor any Lender is a contractual relationship only, and nothing herein shall be deemed responsible to impose on the Administrative Agent any obligations other than those Lender for which express provision is any recitals, statements, representations or warranties made herein by FIL, Borrower or any other Guarantor contained in this Agreement or in any other Credit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentsCredit Document or for any failure by FIL, Borrower or any other Guarantor to perform their respective obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Neither Agent may deem and treat the payee nor any of a Note as the holder thereof its directors, officers, employees, agents or advisors shall be responsible to any Lender for all purposes hereof unless and until a notice of the assignment any action taken or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer omitted to be subject taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the provisions of Section 14.07. Except to Credit Documents as shall be directed by the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Required Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 4 contracts
Sources: Credit Agreement (Flextronics International LTD), Credit Agreement (Flextronics International LTD), Credit Agreement (Flextronics International LTD)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 11 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsNotes, and shall not by reason of this Agreement or any other Loan Document Note be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Documentthe Notes, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Documentthe Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Note except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document Note or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 4 contracts
Sources: Credit Agreement (RPM Inc/Oh/), Credit Agreement (RPM Inc/Oh/), Credit Agreement (RPM Inc/Oh/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 4 contracts
Sources: Credit Agreement (McMoran Exploration Co /De/), Credit Agreement (McMoran Exploration Co /De/), Credit Agreement (McMoran Oil & Gas Co /De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, any such assignment or transfer Agent and consented to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative by Agent and the Lenders, and the Borrower (which consent shall not have be unreasonably withheld). The Agent is authorized to release any rights as a third-party beneficiary of any collateral that is permitted to be sold or released pursuant to the terms of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Kinder Morgan Energy Partners Lp), Credit Agreement (Kinder Morgan Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Agents to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent Agents by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Each of the Agents (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its their Affiliates and its own and its their Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Obligors or any other Person (other than such Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Obligors, their Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Agents may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent Agents may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative U.S. Agent, . Each of the Agents is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Petrocorp Inc), Credit Agreement (Petrocorp Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
Agents): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized to release any collateral, or subordinate any such assignment or transfer Lien on any collateral, that is permitted to be subject sold or otherwise disposed of or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Crimson Exploration Inc.), Subordinate Credit Agreement (Crimson Exploration Inc.)
Appointment, Powers and Immunities. Each Lender and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents and shall not be a trustee for any Lender or the Issuing Lender, nor is the Administrative Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect thereof or in respect of any Lender or the Issuing Lender. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not by reason of this Agreement be liable for the failure to disclose, any information relating to the Company or any other Loan Document be a fiduciary of its Subsidiaries that is communicated to or trustee for any Lender except to obtained by the extent that the bank serving as Administrative Agent acts as an agent with respect to the receipt or payment any of funds, nor shall the its Affiliates in any capacity. The Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders or the Issuing Lender for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by the Borrower Company, or any other Person of their respective Subsidiaries to perform any of its obligations hereunder or thereunder;
(c) under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Credit Agreement (Medical Action Industries Inc), Credit Agreement (Medical Action Industries Inc)
Appointment, Powers and Immunities. Each Lender of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to act as take such actions on its agent hereunder behalf and under the other Loan Documents with to exercise such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Operative Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities obligations except those expressly set forth in this Agreement herein and in the other Loan Operative Documents. Without limiting the generality of the foregoing (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Operative Document that the Administrative Agent is required to exercise in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.01), and (c) except as expressly set forth herein or in the other Operative Documents, the Administrative Agent shall not have any duty to disclose, and shall not by reason of this Agreement be liable for the failure to disclose, any information relating to the Credit Parties or any other Loan Document be a fiduciary of their Subsidiaries that is communicated to or trustee for any Lender except to obtained by the extent that the bank serving as Administrative Agent acts as an agent with respect to the receipt or payment any of funds, nor shall the its Affiliates in any capacity. The Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible liable for any action taken or omitted to be not taken by it hereunder with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under any other Loan Document or under any other document or instrument referred to or the circumstances as provided for herein or therein in Section 9.01) or in connection herewith or therewith, except for the absence of its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ perform any and all its duties and exercise its rights and powers by or through any one or more sub agents and attorneys-in-fact and shall not be responsible for appointed by the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithAdministrative Agent. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07sub agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. Except to the extent expressly provided in Sections 13.08 and 13.10, the The exculpatory provisions of this Article XIII are solely for VIII shall apply to any such sub agent and to the benefit Related Parties of the Administrative Agent and the Lendersany such sub-agent, and shall apply to their respective activities in connection with the Borrower shall not have any rights as a third-party beneficiary of any syndication of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretioncredit facilities provided for herein as well as activities as Administrative Agent.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Continental Airlines Inc /De/), Credit and Guaranty Agreement (Continental Airlines Inc /De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Credit Agreement (Queen Sand Resources Inc), Credit Agreement (Flores & Rucks Inc /De/)
Appointment, Powers and Immunities. Each Lender Purchaser hereby irrevocably appoints and authorizes the Administrative Agent Bank of Utah, and Bank of Utah hereby accepts such appointment, to act as its agent Security Trustee hereunder and under the other Loan Operative Documents with such powers as are specifically delegated to the Administrative Agent Security Trustee by the terms of this Agreement and Agreement, of the other Loan Operative Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Security Trustee (which term as used in this sentence and in Section 13.05 15(j)(v) and the first sentence of Section 13.06 15(j)(vi) shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Operative Documents, and shall not by reason of this Agreement or any other Loan Operative Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
Purchaser; (b) shall not be responsible to the Lenders Purchasers for any recitals, statements, representations or warranties contained in this Agreement or Agreement, in any other Loan Operative Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or Agreement, any other Loan Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or Note, any other Loan Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Owner or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Operative Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or hereunder, under any other Loan Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Security Trustee may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent Security Trustee may deem and treat the payee of a any Note as the holder Holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed filed, together with the Administrative Agent, any consent of the Lessee to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionSection 14(c)).
Appears in 2 contracts
Sources: Note Purchase Agreement (Virgin America Inc.), Note Purchase Agreement (Virgin America Inc.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
, but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and herein or in the other Loan DocumentsNotes, and shall not by reason hereof or by reason of this Agreement or any other Loan Document the Notes be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms hereof or of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionNotes.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Ashland Inc), 364 Day Revolving Credit Agreement (Ashland Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 12.5 and the first sentence of Section 13.06 12.6 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations representations, or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement, any Note Note, or any other Loan Document or any other document referred to or provided for herein or therein therein, or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible to Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security DocumentsLenders, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable LawGovernmental Requirement. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to Lenders for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.0713.11. Except to the extent expressly provided in Sections 13.08 12.8 and 13.1012.10, the provisions of this Article XIII Section 12 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-third party beneficiary of any of the provisions hereof and the Lenders may Modify modify or waive such provisions of this Article XIII Section 12 in their sole and absolute discretion.
Appears in 2 contracts
Sources: Credit Agreement (Prentiss Properties Trust/Md), Credit Agreement (Prentiss Properties Trust/Md)
Appointment, Powers and Immunities. Each Lender hereby Secured Party irrevocably designates, appoints and authorizes the Administrative Agent ▇▇▇▇▇ Fargo to act as its agent Agent hereunder and under the other Loan Documents Financing Agreements and each of ▇▇▇▇▇ Fargo, Bank of America, N.A. and General Electric Capital Corporation to act as Co-Collateral Agents hereunder, in each case with such powers as are specifically delegated to the Administrative Agent and Co-Collateral Agents, respectively, by the terms of this Agreement and of the other Loan DocumentsFinancing Agreements, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
Co-Collateral Agents (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsFinancing Agreements, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan DocumentFinancing Agreements, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any Guarantor or any other Person to perform any of its obligations hereunder or thereunder;
; and (c) shall not be responsible to Secured Parties for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed misconduct as determined by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Lawa final non-appealable judgment of a court of competent jurisdiction. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Co-Collateral Agents may employ agents and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note any note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof pursuant to an agreement (if and to the extent permitted herein) in form and substance satisfactory to Agent shall have been filed with the Administrative delivered to and acknowledged by Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Loan and Security Agreement (Nci Building Systems Inc), Loan and Security Agreement (Nci Building Systems Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Facility Agent to act as its agent hereunder Facility Agent under this Agreement and under the other Loan Documents Related Documents, as “Mortgagee”, or Collateral Agent under each Security Agreement (references in this Article VII to the term “Facility Agent” being deemed to include as well such other capacities), with such powers and discretion as are specifically delegated to the Administrative Facility Agent by the terms of this Agreement and of the other Loan Related Documents, together with such other powers as are reasonably incidental thereto. The Administrative Facility Agent (which term as used in this sentence and in Section 13.05 7.5 and the first sentence of Section 13.06 7.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, and agentsFacility Agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Related Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Related Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Related Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Related Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any ACS Group Member or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any ACS Group Member or the satisfaction of any condition or to inspect the property (including the books and records) of any ACS Group Member or any of its Subsidiaries or Affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Related Document; and
(e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Related Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Facility Agent may employ agents Facility Agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents Facility Agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 2 contracts
Sources: Credit Agreement (Aircastle LTD), Credit Agreement (Aircastle LTD)
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent NationsBank to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 14.5 and the first sentence of Section 13.06 14.6 hereof ------------ ------------ shall include reference to its Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC) and its own and its Affiliates’ ' officers, directors, employees employees, and agents):
): (a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Loan Party or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 2 contracts
Sources: Credit Agreement (Imperial Financial Group Inc), Credit Agreement (Imperial Financial Group Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 hereof and the first sentence of Section 13.06 0 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other LenderBank;
(b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person Company to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Motorola Solutions, Inc.), Credit Agreement (Motorola Solutions, Inc.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints ---------------------------------- and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and or in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document Credit Document, be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty Lender. Notwithstanding anything to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contrary contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Document or Applicable Lawany applicable Governmental Rule. The relationship between the Administrative Neither Agent and each nor any Lender is a contractual relationship only, and nothing herein shall be deemed responsible to impose on the Administrative Agent any obligations other than those Lender for which express provision is any recitals, statements, representations or warranties made herein by Borrower or any of its Subsidiaries contained in this Agreement or in any other Credit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentsCredit Document or for any failure by Borrower or any of its Subsidiaries to perform their respective obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Neither Agent may deem and treat the payee nor any of a Note as the holder thereof its directors, officers, employees, agents or advisors shall be responsible to any Lender for all purposes hereof unless and until a notice of the assignment any action taken or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer omitted to be subject taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the provisions of Section 14.07. Except to Credit Documents as shall be directed by the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Required Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Credit Agreement (Acuson Corp), Credit Agreement (Acuson Corp)
Appointment, Powers and Immunities. Each Lender of the Lenders and the Issuing Bank hereby irrevocably appoints and authorizes Wachovia to act on its behalf as the Administrative Agent to act as its agent hereunder and under the other Loan Documents with and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documentshereof or thereof, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent (which term as used in this sentence shall not have any duties or obligations except those expressly set forth herein and in Section 13.05 and the first sentence other Loan Documents. Without limiting the generality of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officersthe foregoing, directors, employees and agents):the Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall not have no duties any duty to take any discretionary action or responsibilities exercise any discretionary powers, except those 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 Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Governmental Requirement; and
(c) shall not, except as expressly set forth in this Agreement herein and in the other Loan Documents, have any duty to disclose, and shall not by reason of this Agreement or be liable for the failure to disclose, any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty information relating to the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other Lender;
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 Section 12.16 and Section 10.02) or (bii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall not be responsible for or have any duty to the Lenders for ascertain or inquire into (i) any recitalsstatement, statements, representations warranty or warranties contained representation made in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or for other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the valueperformance 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, effectivenessenforceability, genuineness, enforceability effectiveness or sufficiency genuineness of this Agreement, any Note or any other Loan Document or any other agreement, instrument or document referred or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to or provided for herein or therein or for any failure by confirm receipt of items expressly required to be delivered to the Borrower or any other Person to Administrative Agent. The Administrative Agent may perform any and all of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it duties and exercise its rights and powers hereunder or under any other Loan Document by or under through any other document one or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed more sub-agents appointed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan DocumentsAgent. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents sub-agent may perform any and all of its duties and exercise its rights and powers by or attorneys-in-fact selected by it in good faiththrough their respective Related Parties. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the exculpatory provisions of this Article XIII are solely for shall apply to any such sub-agent and to the benefit Related Parties of the Administrative Agent and the Lendersany such sub-agent, and shall apply to their respective activities in connection with the Borrower shall not have any rights as a third-party beneficiary of any syndication of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretioncredit facilities provided for herein as well as activities as Administrative Agent.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.), Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 2 contracts
Sources: Credit Agreement (Kinder Morgan Energy Partners L P), Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of under the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to the collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and Credit Agreement ----------------
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee (or Registered Holder, as the case may be) of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Credit Agreement (Mediacom Capital Corp), Credit Agreement (Mediacom LLC)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent and the Documentation Agent (each an “Agent” and, collectively, the “Agents”) to act as its agent agents hereunder and under the other Loan Credit Documents with such powers as are specifically delegated to the Administrative Agent and the Documentation Agent, as the case may be, by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 8.5 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and or in any of the other Loan Credit Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
Bank; (b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan Document, or documents in any certificate or any of the other document referred to or provided for in, Credit Documents or received by any of them under, this Agreement or any of the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any of the other Loan Document or any other document referred to or provided for herein or therein Credit Documents or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
, or for the satisfaction of any condition precedent specified in Section 4 hereof; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any of the other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithCredit Documents, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) . Without limiting the generality of the foregoing, each Agent shall not, except be conclusively entitled to assume that the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between conditions precedent set forth in Section 4.1 hereof have been satisfied unless the Administrative Agent has received written notice from a Bank referring to the relevant Section and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on stating that the Administrative Agent any obligations other than those for which express provision is made herein relevant condition has not been satisfied or in unless the other Loan Documentscertificate furnished by the Borrower pursuant thereto so indicates. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Credit Agreement (Cerner Corp /Mo/), Credit Agreement (Cerner Corp /Mo/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documentstheir terms, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor the Arranger (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its their respective Affiliates and its their own and its their respective Affiliates’ ' officers, directors, employees employees, attorneys and agents):
(a) shall have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Basic Documents, and or shall not by reason of this Agreement any Basic Document or any other Loan Document the performance of its duties thereunder be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other LenderObligor;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall, except to the extent expressly instructed pursuant to the provisions of this Agreement by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings under any Basic Document;
(d) shall not be responsible or liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(de) in performing its functions and duties under the Credit Documents, shall notassume or shall be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Obligor, except to the extent expressly instructed by the Required Lenders other than with respect to collateral security the Register, (it being understood that the provisions of this Section 11 are solely for the benefit of the Creditors, and no Obligor shall have any rights as a third-party beneficiary of any of the provisions hereof); or
(f) shall be under the Security Documents, be required any obligation to initiate or conduct take any litigation or collection proceedings action hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Basic Document or Applicable Law. The relationship between if the Administrative Agent and each Lender is a contractual relationship onlydetermines that taking such action may conflict with any law or any provision of any Basic Document, and nothing herein shall be deemed to impose on or may require the Administrative Agent to qualify to do business in any obligations other than those for which express provision jurisdiction where it is made herein or in the other Loan Documentsnot then so qualified. The Administrative Agent may employ agents and consult with agents, attorneys-in-fact fact, independent public accountants, attorneys, and other experts and consultants selected by it, and shall not be responsible or liable for the negligence, gross negligence or misconduct of any such agents Person reasonably selected. The Administrative Agent shall not be responsible or attorneys-in-fact selected liable for any action taken or omitted to be taken in good faith by it in good faithaccordance with the advice of such counsel, accountants, experts or other advisor. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with any such assignment or transfer to be subject to the provisions of necessary consents required by Section 14.0712.06. Except to the extent expressly provided in Sections 13.08 and 13.10The Arranger, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lendersas such, and the Borrower shall not have any rights as a third-party beneficiary of independent duties or obligations under any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionBasic Document.
Appears in 2 contracts
Sources: Credit Agreement (Imco Recycling Inc), Credit Agreement (Imco Recycling Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Sources: Senior Revolving Credit Agreement (Transcoastal Marine Services Inc), Credit Agreement (Atp Oil & Gas Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall administer the Loan and the Loan Documents in a manner consistent with its administration of other loans which it holds for its own account, but subject to the foregoing, shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence -71- and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Wca Waste Corp), Credit Agreement (Wca Waste Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 13.5 and the first sentence of Section 13.06 13.6 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate any such action taken or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between omitted violates the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or Agent's standard of care set forth in the other Loan Documentsfirst sentence of Section 13.5. The Administrative Agent may employ agents and attorneys-in-fact fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents or agents, attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Loan Agreement (Metropolis Realty Trust Inc), Loan Agreement (Center Trust Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints ---------------------------------- and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of under the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to the collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Sources: Credit Agreement (Mediacom LLC), Credit Agreement (Mediacom LLC)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 11 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsNotes, and shall not by reason of this Agreement or any other Loan Document Note be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Documentthe Notes, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Documentthe Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Note except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document Note or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 2 contracts
Sources: Credit Agreement (RPM International Inc/De/), Credit Agreement (RPM International Inc/De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 2 contracts
Sources: Credit Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Energy Transfer Partners, L.P.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 1 contract
Sources: Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.5 and the first sentence of Section 13.06 10.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other LenderBank;
(b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the a Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder;
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required under any obligation to take any action which is contrary Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document documents related to this Agreement, or Applicable Law. The relationship between to inspect the Administrative Agent and each Lender is a contractual relationship onlyproperties, and nothing herein shall be deemed to impose on the Administrative Agent books or records of any obligations other than those for which express provision is made herein Fund or in the other Loan Documentsany Borrower. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Funds to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 11.6(b) hereof).
Appears in 1 contract
Sources: Credit Agreement (American Century California Tax Free & Municipal Funds)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Letters of Credit and the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 9.01 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agentsagents and to JPMorgan Chase acting in its individual capacity hereunder as issuer of Letters of Credit):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Letters of Credit and in the other Loan Basic Documents, and shall not by reason of this Agreement Agreement, 77 the Letters of Credit or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Letters of Credit or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Letters of Credit or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Basic Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters of Credit, any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice any way limiting any of the assignment or transfer thereof shall have been filed with the Administrative Agentforegoing, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of each Lender acknowledges that the Administrative Agent shall have no greater responsibility in the operation of Letters of Credit than is specified in the Uniform Customs and the LendersPractice for Documentary Credits (1993 Revision), and the Borrower shall not have International Chamber of Commerce Publication No. 500 (or any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify replacement or waive such provisions of this Article XIII revision thereof in their sole and absolute discretioneffect from time to time).
Appears in 1 contract
Sources: Credit Agreement (Applied Extrusion Technologies Inc /De)
Appointment, Powers and Immunities. Each Lender hereby irrevocably ---------------------------------- appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note any promissory note evidencing any Loans hereunder as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.Credit Agreement ----------------
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender and each subsequent holder of the Notes hereby irrevocably appoints and authorizes the Administrative Agent Bank of Boston Connecticut to act as its agent hereunder Administrative Agent and General Electric Capital Corporation to act as its Documentation Agent under this Agreement and the other Loan Other Documents with such powers as are specifically delegated to the Administrative Agent and the Documentation Agent by the terms of this Agreement and of the other Loan Documents, Other Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) Documentation Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Other Documents and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Lender. The Administrative Agent acts as an agent with respect to and the receipt or payment of funds, nor shall the Administrative Documentation Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, the Other Documents or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Documentthe Other Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document the Other Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for any failure by the Borrower or any other Person to perform any of its obligations hereunder under this Agreement, the Notes or thereunder;
(c) the Other Documents. The Administrative Agent and the Documentation Agent may employ Administrative Agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized Administrative Agents, for the negligence or misconduct of any such Administrative Agents or attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent, the Documentation Agent nor any of its directors, officers, employees or Administrative Agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them under this Agreement, or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein the Other Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Term Loan and Acquisition Credit Agreement (Alarmguard Holdings Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 12.06(b)).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints ---------------------------------- and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 hereof and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder;; Credit Agreement ----------------
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Credit Agreement (Advo Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents Documents, as "Mortgagee" under the Security Agreement (references in this Article XI to the term "Agent" being deemed to include as well such other capacities), with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.5 and the first sentence of Section 13.06 11.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees employees, and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and
(e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 1 contract
Sources: Credit Agreement (Aircastle LTD)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that Lender, nor is the Administrative Agent acts as an agent with acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect to the receipt thereof or payment in respect of funds, nor shall the any Lender. The Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectibility of the Revolving Credit Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by the Borrower Company or any other Person Guarantor to perform any of its obligations hereunder or thereunder;
(c) under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible to any Lender, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under the Security Documents or under any the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Security Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Security Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.5 and the first sentence of Section 13.06 11.6 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.7 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each 9.1.1 In order to expedite the transactions contemplated by this Agreement, each Lender and each other Secured Party hereby irrevocably appoints and authorizes the Administrative Agent (a) AMP Capital Investors Limited, to act as its agent hereunder the Arranger, (b) Cortland Capital Market Services LLC to act as Administrative Agent and under the other Loan Documents with such powers (c) ING Capital LLC to act as are specifically delegated to an LC Issuer. None of the Administrative Agent by Agent, the terms Arranger or any of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) their respective Related Parties shall have no any duties or responsibilities except those expressly set forth in this Agreement and or in the any other Loan DocumentsCredit Document, or be a trustee or a fiduciary for any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Credit Documents or otherwise exist against Administrative Agent (other than those implied as a matter of applicable law that are not capable of being waived). It is understood and agreed that the use of any of the terms “agent,” “arranger” or “bookrunner” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Legal Requirements. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding anything to the contrary contained herein, none of the Administrative Agent, the Arranger or any of their respective Related Parties shall be liable as such for any action taken or omitted by reason any of them except for its or their own gross negligence or willful misconduct as determined in a final non-appealable decision by a court of competent jurisdiction, or required to take any action which is contrary to this Agreement or any other Loan Document be a fiduciary Credit Documents or trustee for any Lender except to the extent Legal Requirement or that exposes any of the Administrative Agent acts Agent, the Arranger or any of their respective Related Parties (as an agent with respect the case may be) to any liability. None of the receipt or payment of fundsArranger, nor shall the Administrative Agent have Agent, the Lenders nor any fiduciary duty of their respective Related Parties shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower nor shall Party of any Lender have of the terms, conditions, covenants or agreements contained in any fiduciary duty to the Borrower Credit Document, or any other Lender;
(b) shall not be responsible to the Lenders for (i) any recitals, statements, representations or warranties made by any other Person contained in this Agreement or the other Credit Documents or the contents of any document delivered in any connection herewith or therewith, the other Loan Document, Credit Documents or in any certificate or other document referred to or provided for in, or received by the Arranger, the Administrative Agent, or any of them under, other Secured Party under this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for (ii) any failure by any Borrower Party or its Affiliates to perform their respective obligations hereunder or thereunder, or (iii) the Borrower failure, delay in performance or breach by any Lender or any other Person to perform LC Issuer of any of its obligations hereunder or thereunder;
(c) shall not be responsible for as a result of any action taken information provided by any Lender or omitted any LC Issuer, or to be taken any Lender or any LC Issuer on account of the failure of or delay in performance or breach by it hereunder or under any other Loan Document Lender or under any other document LC Issuer or instrument referred to or provided for herein or therein any Borrower Party of any of their respective obligations hereunder or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsherewith. The Administrative Agent and the Arranger may employ execute any and all duties hereunder by or through any agents or employees or any sub-agent appointed by it, and attorneys-in-fact and none of the Administrative Agent or Arranger shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected by it in good faith. The with reasonable care.
9.1.2 Without limiting the generality of the foregoing, (a) Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a Administrative Agent receives written notice of the assignment or transfer thereof shall have been filed with the signed by such payee and in form satisfactory to Administrative Agent, (b) Administrative Agent may consult with legal counsel (including, without limitation, counsel to the Co-Borrowers), independent public accountants and other experts selected by it and shall not be liable for any such assignment action taken or transfer omitted to be subject taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (c) none of the Administrative Agent or Arranger makes any warranty or representation to any other Secured Party for any statements, warranties or representations made in or in connection with any Operative Document, (d) none of the Administrative Agent or Arranger shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Operative Document on the part of any party thereto, the existence of any Default or Event of Default, to inspect the Collateral or other property (including the books and records) of any Borrower Party or any other Person or to ascertain or determine whether a Material Adverse Effect exists or is continuing (provided that the Administrative Agent shall be required to provide notice (or copies, as applicable) to the Lenders and the LC Issuers of any payments, notices and other matters as provided in this Agreement (including, without limitation, pursuant to Section 9.4) and the other Credit Documents), (e) none of the Administrative Agent or the Arranger shall be responsible to any other Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of any Operative Document or any other instrument or document furnished pursuant thereto and (f) the Administrative Agent shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Borrower Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Collateral. Except as otherwise provided under this Agreement and the other Credit Documents, the Administrative Agent shall take, or omit, such action with respect to the Credit Documents as shall be directed by the Required Lenders or, if expressly so provided, all Lenders. The Administrative Agent shall not be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of Section 14.07this Agreement or the other Credit Documents unless it shall be instructed in writing to do so by the Required Lenders. Except to the extent expressly provided in Sections 13.08 The other Secured Parties further acknowledge and 13.10, the provisions of this Article XIII are solely for the benefit of agree that so long as the Administrative Agent shall make any determination to be made by it hereunder or under any other Credit Document in good faith, the Administrative Agent shall have no liability in respect of such determination to any Secured Party. The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and may consult with the applicable Independent Consultants in the exercise of such powers, rights and remedies and the Lenders, and the Borrower performance of such duties.
9.1.3 Arranger shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, other than those applicable to all Secured Parties and those set forth in Section 11.14 and this Article 9. The Arranger shall only have those rights, powers, obligations, liabilities, responsibilities and duties set forth in Section 3.1, this Article 9 and Section 11.14. Without limiting the foregoing, Arranger shall not have or be deemed to have a fiduciary relationship with any Secured Party. Each Secured Party hereby makes the same acknowledgments with respect to the Arranger as it makes with respect to the Administrative Agent in this Article 9. Notwithstanding the foregoing, the parties hereto acknowledge that the Arranger holds such title in name only, and that such title confer no additional rights as a third-party beneficiary of or obligations relative to those conferred on any Secured Party hereunder.
9.1.4 Each Lender, each LC Participant and each LC Issuer hereby authorizes Administrative Agent to be the agent for and representative of the provisions hereof Lenders, the LC Participants and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLC Issuers with respect to each Guaranty, including, without limitation, enforcement thereof.
Appears in 1 contract
Sources: First Lien Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Appointment, Powers and Immunities. Each Lender holder of a Loan Certificate hereby irrevocably appoints and authorizes the Administrative Agent Nord/LB to act as its agent Agent hereunder and under the other Loan Operative Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Operative Documents, together with such other powers as are reasonably incidental thereto. Nord/LB accepts such appointment. The Administrative Agent (which term as used in this sentence and in Section 13.05 19(d) and the first sentence of Section 13.06 19(e) hereof shall include reference to its Affiliates Nord/LB’s affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Operative Documents, and shall not by reason of this Agreement or any other Loan Operative Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment holder of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
a Loan Certificate; (bii) shall not be responsible to the Lenders holder of a Loan Certificates for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Operative Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Loan Certificate or any other Loan Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person person to perform any of its obligations hereunder or thereunder;
; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Operative Document; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents agent or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Facility Agreement (Atlas Air Worldwide Holdings Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 14.4 and the first sentence of Section 13.06 14.5 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith to the extent any such action taken or willful misconduct;omitted violates the Administrative Agent’s standard of care set forth in the first sentence of Section 14.4.
(d) shall not, except to the extent expressly instructed by the Required Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact attorneys in fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents agents, attorneys in fact or attorneys-in-fact third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.0712.24. Except to the extent expressly provided in Sections 13.08 and 13.10Section 14.7, the provisions of this Article XIII 14 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII 14 in their sole and absolute discretion.
Appears in 1 contract
Sources: Construction Loan Agreement (Maguire Properties Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.Administrative
Appears in 1 contract
Appointment, Powers and Immunities. Each Applicable Lender hereby irrevocably appoints and authorizes the Applicable Administrative Agent to act as its agent Administrative Agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the such Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Applicable Administrative Agent (which term as used in this sentence and in Section 13.05 12.05 and the first sentence of Section 13.06 12.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
Administrative Agents): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers or any other Person (other than the Applicable Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Applicable Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 12.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Agents may employ agents Administrative Agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents Administrative Agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such Administrative Agents, accountants, attorneys or experts. The Administrative Agent Agents may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the such Administrative Agent, . The Administrative Agents are authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Universal Compression Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent (a) MGT to act as its agent Documentation Agent, (b) MGT to act as Administrative Agent, and (c) MBC to act as Canadian Agent hereunder and under the other Loan Documents with Documents, provided, however, the Administrative Agent, Documentation Agent, and Canadian Agent are hereby authorized to serve only as administrative and documentation agents, as applicable, for the Banks and to exercise such powers as are specifically delegated to the Administrative Agent by the terms of reasonably incidental thereto and as are set forth in this Agreement and the other Loan Documents. The Bank Agents hereby acknowledge that they do not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, together with such other powers the Bank Agents shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as are reasonably incidental theretoissuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Bank Agents 93 -87- as provided in this Section 16. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 Bank Agents shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement and in the other Loan Documents, and . None of the Bank Agents nor any of their affiliates shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received made by any of them under, this Agreement the Borrowers or any other Loan Document, Person whether contained herein or otherwise or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein thereunder or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to respect of the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable LawNotes. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Bank Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Bank Agents nor any of their directors, officers, employees or agents shall be responsible for any action taken or omitted to be taken by it or them hereunder or in good faithconnection herewith, except for its or their own gross negligence or willful misconduct. The Administrative Any Bank Agent may deem and treat the payee of in its separate capacity as a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof Bank shall have been filed with the Administrative Agent, same rights and powers hereunder as any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionother Bank.
Appears in 1 contract
Sources: Revolving Credit Agreement (Usa Waste Services Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Basic Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):,
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Basic Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.Loan Documents. 77
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints ---------------------------------- and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee (or Registered Holder, as the case may be) of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Credit Agreement (Advanstar Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Syndication Agent, the Documentation Agent, the Technical Agents, the Competitive Bid Auction Agent and each Co-Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent it by the terms of this Agreement and of the other or any Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. The Administrative (As of the Effective Date, the Co-Agents have been delegated no specific powers or responsibilities under this Agreement.) Each Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative other Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to any other Agent or the Lenders (i) for the accuracy of any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or Agreement; (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein herein; or therein or (iii) for any failure by OEI, the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder except as may be expressly required under this Agreement or any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithDocument, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Each Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the written consent of the Company to such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretiontransfer.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ---------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 12 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 1 contract
Sources: Revolving Credit Agreement (American Dental Partners Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that Lender, nor is the Administrative Agent acts as an agent with acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect to the receipt thereof or payment in respect of funds, nor shall the any Lender. The Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectability of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by the Borrower any Company, or any other Person Subsidiary to perform any of its obligations hereunder or thereunder;
(c) under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Credit Agreement (Aceto Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 8.5 and the first sentence of Section 13.06 8.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, and agents):
): (a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Restricted Person or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Restricted Person or the satisfaction of any condition or, except at the written direction of any Lender, to inspect the property (including the books and records) of any Restricted Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Sources: Credit Agreement (Isramco Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Basic Documents and any Affiliate Subordination Agreement with such powers (including the power of execution of such documents on behalf of the Lenders) as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsBasic Documents and any Affiliate Subordination Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsBasic Documents and any Affiliate Subordination Agreement, and shall not by reason of this Agreement or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentBasic Document or any Affiliate Subordination Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentBasic Document or any Affiliate Subordination Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any Subsidiary Guarantor or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument Credit Agreement referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionSection 12.06(b) hereof).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the other Loan Transaction Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
Agent: (a) shall have no duties or responsibilities except those as expressly set forth in this Agreement and in the other Loan Transaction Documents, and shall not by reason of this Agreement or any other Loan Transaction Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
Bank; (b) makes no warranty or representation to any Bank and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Transaction Document, or in any certificate or other document referred to or provided for in, or received by the Administrative Agent or any of them Bank under, this Agreement or any other Loan Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Transaction Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Transaction Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII XI are solely for the benefit of the Administrative Agent and the LendersBanks, and the Borrower shall not have any no rights as a third-third party beneficiary of any of the provisions hereof hereof. In performing its functions and duties under this Agreement and under the other Transaction Documents, the Administrative Agent shall act solely as administrative agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Lenders may Modify or waive such provisions Administrative Agent shall not have by reason of this Article XIII Agreement or any other Transaction Document a fiduciary relationship in their sole respect of any Bank. Except for its own gross negligence or willful misconduct, the Administrative Agent shall not be liable for any errors of the Servicer contained in any computer tape, certificate or other data, information or document delivered to the Administrative Agent or on which the Administrative Agent must rely in order to perform its obligations hereunder. Except for its own gross negligence or willful misconduct the Administrative Agent shall have no responsibility, shall not be in default and absolute discretionshall incur no liability for: (i) any act or failure to act of any third party; (ii) any inaccuracy or omission in a notice or communication received by the Administrative Agent from any third party, (iii) the invalidity or unenforceability of any Transaction Document under Applicable Law, or (iv) the breach or inaccuracy of any representation or warranty made with respect to any Transaction Document.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 hereof and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any the other Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
party hereto; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder (and shall not commence an action or proceeding on behalf of any Lender without obtaining the consent of such Lender thereto); and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be -35- responsible for the negligence or misconduct (except for the gross negligence or willful misconduct) of or for the supervision of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Senior Bridge Loan Agreement
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 hereof and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other LenderBank;
(b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or Note, any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Company to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided required by Section 11.06(b) hereof). The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent (and which may include any of its Affiliates and, without limiting the foregoing, it is agreed that as of the date hereof (and until such appointment may be revoked by the Administrative Agent) J.P. Morgan Europe Limited will act for the purposes of performing ▇▇▇▇▇▇▇ ▇▇▇inistrative functions with respect to extensions of credit hereunder to be made in Sections 13.08 currencies other than Dollars). The Administrative Agent and 13.10, any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties and the Administrative Agent shall not be responsible for the negligence or misconduct of any such sub-agent or Related Party selected by it in good faith. The exculpatory provisions of this Article XIII are solely for Section 10 shall apply to any such sub-agent and to the benefit Related Parties of the Administrative Agent and the Lendersany such sub-agent, and shall apply to their respective activities in connection with the Borrower shall not have any rights as a third-party beneficiary of any syndication of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretioncredit facilities provided for herein as well as activities as Administrative Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Document with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effec- tiveness, genuineness, execution, effectiveness, genuinenesslegality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Obligor or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of any Obligor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 SECTION 11.04 and the first sentence of Section 13.06 SECTION 11.05 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and administrative agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in the Loan Documents, this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the Loan Documents, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to SECTION 11.06 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents administrative agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents administrative agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. The Administrative Agent shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties hereunder. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Callon Petroleum Co)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Letters of Credit and the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 11.01 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agentsagents and to Chase acting in its individual capacity hereunder as issuer of Participation Letters of Credit):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Letters of Credit and in the other Loan Basic Documents, and shall not by reason of this Agreement Agreement, the Letters of Credit or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of fundsLender, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Letters of Credit or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Letters of Credit or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
, (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Basic Document except to the extent requested by the Required Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters of Credit, any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents 71 78 and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice any way limiting any of the assignment or transfer thereof shall have been filed with the Administrative Agentforegoing, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of each Lender acknowledges that the Administrative Agent shall have no greater responsibility in the operation of Letters of Credit than is specified in the Uniform Customs and the LendersPractice for Documentary Credits (1993 Revision), and the Borrower shall not have International Chamber of Commerce Publication No. 500 (or any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify replacement or waive such provisions of this Article XIII revision thereof in their sole and absolute discretioneffect from time to time).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender and the LC ---------------------------------- Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):its
(a) shall have no duties or responsibilities except those as expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them Lender under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Lenders, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents Administrative Agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents Administrative Agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII 8 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-third party beneficiary of any of the provisions hereof and hereof, other than the Lenders may Modify or waive such provisions right of this Article XIII the Borrower to consent to the appointment of a successor Administrative Agent as set forth in their sole and absolute discretionthe second sentence of Section 8.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 1 contract
Sources: Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 9.5 and the first sentence of Section 13.06 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, or any other Person to perform any of its their obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Loan Agreement (First Union Real Estate Equity & Mortgage Investments)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or - 62 - collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall administer the Loan and the Loan Documents in a manner consistent with its administration of other loans for its own account, but shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Loan Agreement (Douglas Emmett Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent Chase to act as its agent Administrative Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.5 and the first sentence of Section 13.06 10.6 shall include reference to its Chase's Affiliates and its own and its Affiliates’ ' officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
Bank; (b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretiontransfer.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Amerus Life Holdings Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
, but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and herein or in the other Loan DocumentsNotes, and shall not by reason hereof or by reason of this Agreement or any other Loan Document the Notes be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions terms hereof or of Section 14.07the Notes. Except Notwithstanding anything in this Agreement to the extent expressly provided contrary, none of the Sole Lead Arranger, Sole and Exclusive Book Manager, Co-Syndication Agents or Co- Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in Sections 13.08 and 13.10its capacity, the provisions of this Article XIII are solely for the benefit of as applicable, as the Administrative Agent and the Lenders, and the Borrower shall not have any rights as or a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLender hereunder.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and --------------------------------- authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent Credit Agreement ---------------- (which term as used in this sentence and in Section 13.05 10.05 and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;Bank.
(b) shall not be responsible to the Lenders Banks for any recitals, statements, . representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, Agreement. or for the value, validity, effectiveness, genuineness, . enforceability or sufficiency of this Agreement, any Note or any other Loan Document Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person Company to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note any promissory note evidencing any Loans hereunder as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof an Assignment and Acceptance relating to such Loans shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to . together with the provisions consent of Section 14.07. Except the Company thereto (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionSection 11.06(b) hereof).
Appears in 1 contract
Sources: Credit Agreement (Xl Capital LTD)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints ---------------------------------- and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of under the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to the collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note any promissory note evidencing any Loans hereunder as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Company to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 11.06(b) hereof).
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative each Agent to act as its agent hereunder and under the other Loan Documents to which it is a party with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence and in Section 13.05 hereof and the first sentence of Section 13.06 hereof shall include reference to its Affiliates their respective affiliates and its own and its Affiliates’ their respective affiliates' officers, directors, employees and agents):
(ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any the other Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lenderparty hereto;
(bii) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder;
(ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder (and shall not commence an action or proceeding on behalf of any Lender without obtaining the consent of such Lender thereto); and
(iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Each Agent may employ agents and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-attorneys in fact selected by it in good faith. The .
(b) Each Lender and the Administrative Agent may deem irrevocably authorize and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of direct the Administrative Agent and the LendersCollateral Agent to enter into the Additional Interest Letter and the Pledge Agreements and to comply with the terms thereof.
(c) Before the Collateral Agent acts or refrains from acting hereunder, it may require an officer's certificate of the Borrower and/or an opinion of counsel satisfactory to the Collateral Agent with respect to such action or inaction. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Whenever in the administration of this Agreement the Collateral Agent shall deem it necessary or desirable that a matter be provided or established prior to taking or suffering or omitting to take any act under this Agreement, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to the Collateral Agent, and such certificate, in the Borrower shall not have any rights as a third-party beneficiary absence of any gross negligence or bad faith on the part of the provisions hereof and Collateral Agent, shall be full warrant to the Lenders may Modify Collateral Agent for any action taken, suffered or waive such omitted to be taken by it under the provisions of this Article XIII in their sole and absolute discretion13 upon the faith thereof.
Appears in 1 contract
Sources: Loan Agreement (Vitro Sa De Cv)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative US Agent to act as its agent hereunder under this Agreement and under the other US Loan Documents with such powers and discretion as are specifically delegated to the Administrative US Agent by the terms of this Agreement and of the other US Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Agent-Related Persons: (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(ai) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement be trustees or any other Loan Document be a fiduciary or trustee fiduciaries for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (bii) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Restricted Person or any other Person to perform any of its obligations hereunder thereunder; (iii) shall not be responsible for or thereunder;
have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Restricted Person or the satisfaction of any condition or to inspect the property (cincluding the books and records) of any Restricted Person or any of its Subsidiaries or Affiliates or for the failure of any Restricted Person or Lender Party to perform its obligations under any Loan Document; (iv) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (v) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not; provided, except to however, that no action taken in accordance with the extent expressly instructed by directions of the Required number of Lenders herein specified with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any a particular action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those constitute gross negligence or willful misconduct for which express provision is made herein or in the other Loan Documentspurposes of this Section. The Administrative US Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in good faiththe other Loan Documents with reference to US Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. The Administrative 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.
(b) US LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the US Agent may deem and treat agree at the payee of a Note as the holder thereof for all purposes hereof unless and until a notice request of the assignment or transfer thereof Required Lenders to act for US LC Issuer with respect thereto; provided, however, that US LC Issuer shall have been filed all of the benefits and immunities (i) provided to the US Agent in this Article IX with the Administrative Agent, respect to any such assignment acts taken or transfer omissions suffered by US LC Issuer in connection with Letters of Credit issued by it or proposed to be subject issued by it and the application and agreements for letters of credit pertaining to the provisions Letters of Section 14.07. Except to Credit as fully as if the extent expressly provided term "US Agent" as used in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the LendersIX included US LC Issuer with respect to such acts or omissions, and the Borrower shall not have any rights (ii) as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionadditionally provided herein with respect to US LC Issuer.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Guarantors, BMC, any Restricted Affiliate or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Loan Documents. The Documentation Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify no duties or waive such provisions of this Article XIII in their sole and absolute discretionresponsibilities hereunder.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative US Agent to act as its agent hereunder under this Agreement and under the other US Loan Documents with such powers and discretion as are specifically delegated to the Administrative US Agent by the terms of this Agreement and of the other US Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Agent-Related Persons: (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(ai) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement be trustees or any other Loan Document be a fiduciary or trustee fiduciaries for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (bii) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Restricted Person or any other Person to perform any of its obligations hereunder thereunder; (iii) shall not be responsible for or thereunder;
have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Restricted Person or the satisfaction of any condition or to inspect the property (cincluding the books and records) of any Restricted Person or any of its Subsidiaries or Affiliates or for the failure of any Restricted Person or Lender Party to perform its obligations under any Loan Document; (iv) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (v) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not; provided , except to however, that no action taken in accordance with the extent expressly instructed by directions of the Required number of Lenders herein specified with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any a particular action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those constitute gross negligence or willful misconduct for which express provision is made herein or in the other Loan Documentspurposes of this Section. The Administrative US Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in good faiththe other Loan Documents with reference to US Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. The Administrative 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.
(b) US LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the US Agent may deem and treat agree at the payee of a Note as the holder thereof for all purposes hereof unless and until a notice request of the assignment or transfer thereof Required Lenders to act for US LC Issuer with respect thereto; provided, however, that US LC Issuer shall have been filed all of the benefits and 42 48 immunities (i) provided to the US Agent in this Article IX with the Administrative Agent, respect to any such assignment acts taken or transfer omissions suffered by US LC Issuer in connection with Letters of Credit issued by it or proposed to be subject issued by it and the application and agreements for letters of credit pertaining to the provisions Letters of Section 14.07. Except to Credit as fully as if the extent expressly provided term "US Agent" as used in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the LendersIX included US LC Issuer with respect to such acts or omissions, and the Borrower shall not have any rights (ii) as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionadditionally provided herein with respect to US LC Issuer.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably ---------------------------------- appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 12.06(b)).
Appears in 1 contract
Sources: Credit Agreement (Premier Parks Inc)
Appointment, Powers and Immunities. (i) Each Lender hereby irrevocably appoints and authorizes the Administrative each Agent to act as its agent hereunder and under the other Loan Documents Intercreditor Agreement and the Account Control Agreement with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence and in Section 13.05 hereof and the first sentence of Section 13.06 hereof shall include reference to its Affiliates their respective affiliates and its own and its Affiliates’ their respective affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any the other Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lenderparty hereto;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder (and shall not commence an action or proceeding on behalf of any Lender without obtaining the consent of such Lender thereto); and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact selected by it in good faith. The .
(ii) Each Lender and the Administrative Agent may deem irrevocably authorize and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of direct the Administrative Agent and the LendersCollateral Agent to enter into the Intercreditor Agreement and to comply with the terms thereof.
(iii) Before the Collateral Agent acts or refrains from acting hereunder, it may require an officer's certificate of the Borrowers and/or an opinion of counsel satisfactory to the Collateral Agent with respect to such action or inaction. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Whenever in the administration of this Agreement the Collateral Agent shall deem it necessary or desirable that a matter be provided or established prior to taking or suffering or omitting to take any act under this Agreement, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to the Collateral Agent, and such certificate, in the Borrower shall not have any rights as a third-party beneficiary absence of any gross negligence or bad faith on the part of the provisions hereof and Collateral Agent, shall be full warrant to the Lenders may Modify Collateral Agent for any action taken, suffered or waive such omitted to be taken by it under the provisions of this Article XIII in their sole and absolute discretionSection 12 upon the faith thereof.
Appears in 1 contract
Sources: Loan Agreement (Vitro Sa De Cv)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes Fleet to act as the Administrative Agent and BOA to act as its agent Syndication Agent hereunder and under the other Loan Documents. Each Lender irrevocably authorizes the Administrative Agent to execute the Security Documents and all other instruments relating thereto and to take from time to time any action with respect to any Collateral or the Security Documents which may be necessary to perfect, maintain perfected or insure the priority of the security interest in and liens upon the Collateral granted pursuant to the Security Documents, and authorizes the Agents to take such other action on behalf of each of the Lenders and to exercise all such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agents hereunder and under any of the other Loan DocumentsDocuments and all related documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have provided that no duties or responsibilities except those not expressly set forth assumed herein or therein shall be implied to have been assumed by the Agents.
(b) The relationship between the Agents and each of the Lenders is that of an independent contractor. The use of the terms “Administrative Agent” and “Syndication Agent” is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Agents and each of the Lenders. Nothing contained in this Credit Agreement nor the other Loan Documents shall be construed to create an agency, trust or other fiduciary relationship between the Agents and in any of the Lenders. As an independent contractor empowered by the Lenders to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Agents are nevertheless “representatives” of the Lenders, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Lenders and shall not the Agents with respect to all collateral security and guaranties contemplated by reason the Loan Documents. Such actions include the designation of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect “secured party”, “mortgagee” or the like on all financing statements and other documents and instruments, whether recorded or otherwise, relating to the receipt attachment, perfection, priority or enforcement of any security interests, mortgages or deeds of trust in collateral security intended to secure the payment or performance of fundsany of the Obligations, nor shall all for the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to benefit of the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for and the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;Agents.
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Syndication Agent may employ exercise their powers and execute their duties by or through employees or agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such employees, agents or attorneys-in-fact selected by it with reasonable care. The Agents shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to their rights and duties under this Credit Agreement and the other Loan Documents. Each Agent may utilize the services of such Persons as it in its sole discretion may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrowers.
(d) Neither of the Agents nor any of their respective shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent or employee thereof, shall be liable for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment faith by it or transfer thereof shall have been filed with the Administrative Agent, any such assignment them hereunder or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of under any of the provisions hereof other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agents or such other Person, as the case may be, may be liable for losses due to their willful misconduct or gross negligence.
(e) Each Agent in its separate capacity as a Lender shall have the same rights and powers hereunder as any other Lender. It is agreed that the Lenders may Modify or waive such provisions duties, rights, privileges and immunities of the Issuing Lender, in its capacity as issuer of Letters of Credit hereunder, shall be identical to its duties, rights, privileges and immunities as a Lender as provided in this Article XIII in their sole and absolute discretion§15.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Casella Waste Systems Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officersAffiliates’officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.62
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this . Credit Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 135 - 130 - The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrowers to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 12.06(b) hereof).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
, but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and herein or in the other Loan DocumentsNotes, and shall not by reason hereof or by reason of this Agreement or any other Loan Document the Notes be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent, . The Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions terms hereof or of Section 14.07the Notes. Except Notwithstanding anything in this Agreement to the extent expressly provided contrary, none of the Lead Arrangers, Book Manager, Syndication Agent or Co-Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in Sections 13.08 and 13.10its capacity, the provisions of this Article XIII are solely for the benefit of as applicable, as the Administrative Agent and the Lenders, and the Borrower shall not have any rights as or a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLender hereunder.
Appears in 1 contract
Sources: Credit Agreement (Ashland Inc.)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent Texas Commerce to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Neither the Agent (which term as used in this sentence and in Section 13.05 and the first sentence nor any of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ , officers, directors, employees employees, attorneys, or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Agent (i) may treat the payee of any Revolving Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and agents):
in form satisfactory to the Agent; (aii) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender Bank; (iii) shall not be required to initiate any litigation or collection proceedings under any Loan Document except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
requested by Required Banks; (biv) shall not be responsible to the Lenders Banks for any recitals, statements, representations representations, or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document documentation referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document documentation referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (cv) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be responsible liable for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad good faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed accordance with the Administrative Agentadvice of such counsel, accountants, or experts; and (vi) shall incur no liability under or in respect of any such assignment Loan Document by acting upon any notice, consent, certificate, or transfer other instrument or writing believed by it to be subject genuine and signed or sent by the proper party or parties. As to the provisions of Section 14.07. Except to the extent any matters not expressly provided in Sections 13.08 and 13.10for by any Loan Document, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.shall
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Administrative Agent Agents to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement and of (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence sentence, in Section 10.5 and in Section 13.05 and the first sentence of Section 13.06 10.6 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, representatives and agents):
(ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;Bank Facility Secured Party,
(bii) shall not be responsible to the Lenders Bank Facility Secured Parties for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Collateral or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person Obligor to perform any of its obligations hereunder or thereunder;,
(ciii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and
(iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact that were selected by it in good faith.
(b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. The Administrative Neither Agent may deem and treat shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the payee of a Note as the holder thereof for all purposes hereof unless and until a notice administration of the assignment Loan Documents either Agent shall deem it necessary or transfer desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof shall have been filed with is herein specifically prescribed) may, in the Administrative absence of gross negligence or bad faith on the part of such Agent, any such assignment or transfer be deemed to be subject conclusively proved and established by an officers' certificate delivered to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenderssuch Agent, and such certificate, in the Borrower absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof.
(c) The Arranger shall not have any rights as liability or responsibility whatsoever under the Loan Documents.
(d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a third-party beneficiary shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionparties hereto.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Party hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to act as take such actions on its agent hereunder behalf and to exercise such powers under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Basic Documents, together with such other powers as are all reasonably incidental theretoactions and powers. The Person serving as the Administrative Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and that Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any its Affiliates as if it were not the Administrative Agent. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities obligations except those expressly set forth in this Agreement the Basic Documents. Without limiting the generality of the foregoing (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, whether or not a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those expressly contemplated by the Basic Documents or that the Administrative Agent is required to exercise in writing by the number or percentage of the Lenders as is necessary under the circumstances as provided in the other Loan Basic Documents and (c) except as expressly set forth in the Basic Documents, the Administrative Agent shall not have any duty to disclose, and shall not by reason of this Agreement be liable for the failure to disclose, any information relating to the Company or any other Loan Document of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be a fiduciary or trustee liable for any Lender except action taken or not taken by it with the consent or at the request of the number or percentage of the Lenders as is necessary under the circumstances as provided in the Basic Documents or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to the extent have knowledge of any Default unless and until written notice of that Default is given to the Administrative Agent acts as an agent with respect to by the receipt Company or payment of fundsanother Lender Party, nor shall and the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for or have any action taken duty to ascertain or omitted to be taken by it hereunder inquire into (i) any statement, warranty or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein representation made in or in connection herewith with any Basic Document, (ii) the contents of any certificate, report or therewithother document delivered under or in connection with any Basic Document, except for its own gross negligence(iii) the performance or observance by any other Person of any of the covenants, bad faith agreements or willful misconduct;
(d) shall not, except to other terms or conditions set forth in the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Basic Documents, be required to initiate (iv) the validity, enforceability, effectiveness or conduct genuineness of any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement Basic Document or any other Loan Document agreement, instrument or Applicable Lawdocument or (v) the satisfaction of any condition set forth in Article V or elsewhere in any Basic Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The relationship between the Administrative Agent and each Lender is a contractual relationship onlyshall be entitled to rely, and nothing herein shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be deemed genuine and to impose on have been signed or sent by the proper Person. The Administrative Agent also may rely, and it shall not incur any obligations other than those liability for which express provision is relying, upon any statement made herein to it orally or in by telephone and believed by it to be made by the other Loan Documentsproper Person. The Administrative Agent may employ agents consult with legal counsel (who may be counsel for the Company), independent accountants and attorneys-in-fact other experts selected by it, and it shall not be responsible liable for any action taken or not taken by it in accordance with the negligence or misconduct advice of any such agents counsel, accountants or attorneys-in-fact selected by it in good faithexperts. The Administrative Agent may deem perform any and treat the payee of a Note as the holder thereof for all purposes hereof unless its duties and until a notice of the assignment exercise its rights and powers by or transfer thereof shall have been filed with through any one or more subagents appointed by the Administrative Agent, . The Administrative Agent and any such assignment or transfer subagent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to be subject any such sub-agent and to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit Related Parties of the Administrative Agent and the Lendersany such subagent, and those provisions shall apply to their respective activities in connection with the Borrower shall not have any rights as a third-party beneficiary of any syndication of the provisions hereof credit facilities provided for in this Agreement as well as activities as Administrative Agent. Except for action expressly required of the Administrative Agent under the Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act under any Basic Document unless it receives further assurances to its satisfaction from the other Lender Parties of their indemnification obligations under Section 10.03 against any and the Lenders all liability and expense that may Modify be incurred by it by reason of taking or waive continuing to take any such provisions of this Article XIII in their sole and absolute discretionaction.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and administrative agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in the Loan Documents, this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the Loan Documents, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents administrative agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents administrative agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.the
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 hereof and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
Bank; (b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10Section 2.04(c) or 11.06(b) hereof, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionbut subject to Section 11.06(d) hereof).
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence sentence, in Section 10.5 and in Section 13.05 and the first sentence of Section 13.06 10.6 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, representatives and agents):
(ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;Secured Party,
(bii) shall not be responsible to the Lenders Secured Parties for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Collateral or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any the Borrower or any other Person to perform any of its obligations hereunder or thereunder;,
(ciii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and
(iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact that were selected by it in good faith.
(b) Before the Administrative Agent acts or refrains from acting, it may require an officer’s certificate of the Borrower and/or an opinion of counsel satisfactory to such Administrative Agent with respect to the proposed action or inaction. The Administrative Agent may deem and treat shall not be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the payee of a Note as the holder thereof for all purposes hereof unless and until a notice administration of the assignment Loan Documents the Administrative Agent shall deem it necessary or transfer desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof shall have been filed with is herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Administrative Agent, any such assignment or transfer be deemed to be subject conclusively proved and established by an officers’ certificate delivered to the provisions Administrative Agent, and such certificate, in the absence of Section 14.07. Except gross negligence or bad faith on the part of the Administrative Agent, shall be full warrant to the extent expressly provided Administrative Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof.
(c) The Arranger, in Sections 13.08 and 13.10its capacity as Arranger, shall not have any liability or responsibility whatsoever under the provisions Loan Documents.
(d) Any Person: (i) into which the Administrative Agent may be merged or consolidated, (ii) that may result from any merger, conversion or consolidation to which the Administrative Agent shall be a party or (iii) acquires all or substantially all of this Article XIII are solely for the benefit corporate trust business of the Administrative Agent, shall (if the Administrative Agent is not the surviving entity) be the successor of the Administrative Agent without the execution or filing of any instrument or any further act on the part of any party hereto.
(e) For purposes of the Hungarian Pledge, each of the Lenders and the LendersAdministrative Agent hereby acknowledges and agrees that the respective rights, benefits and interests of each of the Secured Parties under this Agreement, the Hungarian Pledge (and the Liens created by and pursuant to the Hungarian Pledge) are joint and several (in Hungarian: egyetemleges) rights, benefits and interests of the Secured Parties for purposes of the Hungarian Pledge, and the Borrower shall not have any rights as a third-party beneficiary hereby acknowledges and accepts the joint and several nature of any of the provisions hereof such rights, benefits and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretioninterests.
Appears in 1 contract
Appointment, Powers and Immunities. The provisions of this Article 14 constitute agreements between the Administrative Agent and the Lenders. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 14.5 and the first sentence of Section 13.06 14.6 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
(a1) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b2) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c3) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate any such action taken or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between omitted violates the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or Agent’s standard of care set forth in the other Loan Documentsfirst sentence of Section 14.5. The Administrative Agent may employ agents and attorneys-in-fact fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents or agents, attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Sources: Loan Agreement (Douglas Emmett Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably (but subject to Section 10.08) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 and the first sentence of Section 13.06 10.06 shall include reference to its Affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the exculpatory provisions of this Article XIII Section shall apply to any agent or attorney-in-fact of the Administrative Agent and any such agent or attorney-in-fact, and shall apply to their respective activities in connection with the syndication of the facility provided for herein as well as the activities as Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-third party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionprovisions.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably (but subject to Section 10.08 ) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 and the first sentence of Section 13.06 10.06 shall include reference to its Affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the exculpatory provisions of this Article XIII Section shall apply to any agent or attorney-in-fact of the Administrative Agent and any such agent or attorney-in-fact, and shall apply to their respective activities in connection with the syndication of the facility provided for herein as well as the activities as Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-third party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionprovisions.
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Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 16.5 and the first sentence of Section 13.06 16.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, and agents):
): (a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Covered Person or any other Person to perform any of its obligations hereunder thereunder or thereunder;
the validity; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
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