Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) 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 certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein 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 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; (iii) 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 document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys or experts selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (BRL Universal Equipment Corp)
Appointment, Powers and Immunities. Each The Lender hereby irrevocably appoints the Administrative Agent and authorizes the Administrative Agent to act as its Administrative Agent hereunder and under the Security Instruments agent hereunder, with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement or otherwise granted to the Administrative Agent by any other Loan Document or other agreement or arrangement between the Lender and the Security InstrumentsAdministrative Agent, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term term, as used in this sentence and sentence, in Section 11.05 and 10.02 (Reliance by Administrative Agent), in Section 10.04 (Subagents; Notice of Assignment by Lender), in Section 10.05 (Indemnification), in the first sentence of Section 11.06 10.06 (Non-Reliance on Administrative Agent), in Section 10.07 (Failure to Act) and in Section 11.04 hereof shall include reference to its Affiliates and its and (i) its Affiliates' , (ii) the Depository Bank and (iii) its own, its Affiliates’ and the Depository Bank’s officers, directors, employees, attorneysrepresentatives, accountants, experts attorneys and Administrative Agents): (iagents) shall not: (A) have no any duties or responsibilities except those expressly set forth for the Administrative Agent in this Agreement and in any other document to which the Loan DocumentsAdministrative Agent is or becomes a party, and shall not or by reason of the Loan Documents this Agreement or any such document be a trustee for the Lender or subject to any fiduciary for any Lenderor other implied duties, regardless of whether an Event of Default has occurred and is continuing; (iiB) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Lender for any recitals, statements, representations or warranties contained in this Agreement, or in any other document to which the Administrative Agent is or becomes a party, or in any certificate or other document referred to or provided for in, or received by any of them it under, this AgreementAgreement or any such document, or for the due execution, legality, value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Agreement 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, and makes no 27810336v11 representations or warranties to the Lender or any Loan Party; (C) except as expressly set forth for the existenceAdministrative Agent in this Agreement, valuehave any duty to disclose, perfection or priority of and shall not be liable for the failure to disclose, any collateral security or the financial or other condition of the Borrowerinformation relating to any Loan Party, its Subsidiaries any Subsidiary or any other obligor of their respective Affiliates that is communicated to or guarantorobtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity; (iiiD) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivE) shall not be liable or responsible for any action taken taken, suffered or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys misconduct as finally determined by the non-appealable judgment of a court of competent jurisdiction; and experts and (F) shall not be responsible for the negligence or misconduct of required to take any such Administrative Agents, accountants, attorneys or experts selected by it in good faith action which is contrary to this Agreement or any action taken other document to which it is 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 any Note as the holder thereof for all purposes hereof unless and until becomes 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsparty.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent NationsBank to act as its Administrative Agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically and respectively delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto.
(b) The Administrative Agent shall administer the Credit Facility in the same manner as if the entire Aggregate Commitment were held by the Administrative Agent in its own portfolio. The Administrative Agent shall forward to the Lenders all documents received by such Administrative Agent from any Credit Party pursuant to the terms of this Agreement, unless such Credit Party is obligated under this Agreement to make delivery of such documents to the Lenders.
(c) The Administrative Agent (which term as used in this sentence and in Section 11.05 12.5 and the first sentence of Section 11.06 12.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder under this Agreement; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Credit Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Credit Party or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconductmisconduct or breach of an express agreement made by such Administrative Agent to any other Lenders contained herein. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto.
(b) The Agent shall administer the Credit Facility in the same manner as if the entire Aggregate Commitment were held by the Agent in its own portfolio. The Administrative Agent shall forward to the Lenders all documents received by it from the Borrower pursuant to the terms of this Agreement, unless the Borrower is obligated under this Agreement to make delivery of such documents to the Lenders.
(c) The Agent (which term as used in this sentence and in Section 11.05 12.5 and the first sentence of Section 11.06 12.6 of this Agreement shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder under this Agreement; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Credit Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Credit Party or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys- in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsBasic Documents, together with such other powers as are reasonably incidental theretoto such powers. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts employees and Administrative Agentsagents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Basic Documents, and shall not by reason of the Loan Documents any Basic Document be a trustee or fiduciary for any Lender; (iib) 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 Agreementany Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Basic Document or any other document referred to or provided for herein in any Basic Document 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 or for the existence, value, perfection or priority of under any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantorBasic Document; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Basic Document; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder under any Basic Document or under any other document or instrument referred to or provided for herein in any Basic Document or in connection herewith including its own ordinary negligencewith any Basic Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof of such Note for all purposes hereof of the Basic Documents unless and until a written notice of the assignment or transfer thereof permitted hereunder of such Note shall have been filed with the Administrative Agent. The Administrative Agent is authorized , together with the consent of the Company to release any collateral that is permitted to be sold such assignment or released pursuant transfer (to the terms of the Loan Documentsextent provided in Section 11.06(b)).
Appears in 1 contract
Appointment, Powers and Immunities. GECDF 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 Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 18.5 and the first sentence of Section 11.06 18.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneysrepresentatives, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Covered Person or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Covered Person or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document (other than normal collection procedures from the Lockboxes); and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Sources: Credit Facilities Agreement (Pomeroy It Solutions Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 SECTION 12.5 and the first sentence of Section 11.06 SECTION 12.6 hereof shall include reference to its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by the Borrower or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries Borrower or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 9.5 and the first sentence of Section 11.06 9.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries or any other obligor or guarantorPerson; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
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 Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 18.5 and the first sentence of Section 11.06 18.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Covered Person or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Covered Person or any of its Subsidiaries or any other obligor or guarantoraffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. Each Lender hereby authorizes LaSalle, in good faith its capacity as Administrative Agent hereunder, to execute the Intercreditor Agreement in connection with the issuance by Borrower of Parity Debt. Notwithstanding the foregoing, the Administrative Agent shall not be obligated to execute the Intercreditor Agreement or any action taken other document or omitted instrument related 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 any Note as the holder thereof for all purposes hereof unless and until a written notice Parity Debt on behalf of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsother Lenders.
Appears in 1 contract
Sources: Loan Agreement (Talx Corp)
Appointment, Powers and Immunities. Each Lender of the Lenders hereby ---------------------------------- irrevocably appoints and authorizes designates the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments with other Loan Documents, and irrevocably authorizes such Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 10.05 and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates' shareholders, officers, directors, members, partners, employees, agents, attorneys, accountants, experts other advisors and Administrative Agents): attorneys-in-fact):
(ia) shall have no duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in any of the other Loan Documents, and shall not by reason of this Agreement or any of the other Loan Documents be a trustee for or have any fiduciary for relationship with any Lender; , and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Loan Documents or otherwise exist against the Administrative Agent;
(iib) makes no representation or warranty to any Lender and shall not be responsible in any manner to the Lenders for any recitals, statements, representations or warranties made by the Company or any of its Subsidiaries or any officer thereof contained in this AgreementAgreement or in any of the other Loan Documents, or in any certificate certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any of them underthe Lenders under or in connection with, this AgreementAgreement or any of the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note of the other Loan Documents 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 or for thereunder;
(c) shall not, except to the existence, value, perfection or priority of any extent expressly instructed by the Lenders with respect to collateral security or under the financial or other condition of the BorrowerSecurity Documents, its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any of the other Loan Documents;
(d) shall not be under any obligation to any Lender 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 of the other Loan Documents, or to inspect the properties, books or records of the Company or any of it Subsidiaries; and and
(ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any of the other Loan Documents or under any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for to the extent that any of the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted solely and proximately from its own gross negligence or willful misconductmisconduct in breach of a duty owed to the party asserting liability. The Administrative Agent may employ agents and attorneys-in-fact for the purposes of executing any of its duties hereunder or under any of the other Loan Documents, and shall be entitled to advice of counsel concerning all matters pertaining to such duties; provided, however, that the Administrative Agents, accountants, attorneys and experts and Agent -------- ------- shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. The Administrative Agent may deem and treat the payee (or Registered Holder, as the case may be) of any an Amended and Restated Note as the holder thereof for all purposes hereof unless and until a written notice an Assignment and Acceptance in the form of Exhibit J to the assignment or transfer thereof permitted hereunder Existing --------- Credit Agreement shall have been filed with delivered to the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch 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 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) 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 certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note 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 (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ Administrative Agentsagents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agentsagents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such Administrative Agentsagents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of 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 cash collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.
Appears in 1 contract
Sources: Credit Agreement (Kinder Morgan Bulk Terminals Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative each Agent to act as its Administrative Agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement Agreement, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative No Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agents): (i) shall have no any duties or responsibilities except those expressly set forth in this Agreement, the Security Documents and the other Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation , nor is any Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or warranty to the other Loan Documents or in respect thereof or in respect of any Lender and Lender. No Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, or the other Loan Documents, in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents or the other Loan 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 (other than the Administrative Agent) of their respective Subsidiaries to perform any of its obligations hereunder or thereunder or for under the existenceother Loan Documents. Each Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, 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; (iii) except pursuant to Section 11.07 and shall not be required responsible, except as to initiate money or conduct the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any litigation such agents or collection proceedings hereunder; and (iv) attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. No Agent nor any of its directors, officers, employees or agents shall not 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 document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys or experts selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Edo Corp)
Appointment, Powers and Immunities. Each Lender (including any Lender in its capacity as LC Issuer or Swing Line Lender) hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 SECTION 11.5 and the first sentence of Section 11.06 SECTION 11.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any party hereto or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by the parties hereto or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, Borrower or its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder administrative agent under this Agreement and under the Security Instruments other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 9.5 and the first sentence two sentences of Section 11.06 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and the Loan Documents, other Credit Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any LenderLender or other Secured Party; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Secured Parties for any recitalsrecital, statementsstatement, representations representation or warranties contained warranty (whether written or oral) made in this Agreement, or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Credit Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreementany Credit Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Credit Party or the financial satisfaction of any condition or other condition the use of the Borrower, proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Credit Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or with reasonable care. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to execute any action taken or omitted and all documents (including releases) with respect to be taken in good faith the Collateral and the rights of the Lenders with respect thereto, as contemplated by it and in accordance with the advice provisions of such Administrative Agents, accountants, attorneys or expertsthis Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless Lenders and until a written notice none of the assignment or transfer thereof permitted hereunder Credit Parties shall have been filed with any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms shall act solely as agent of the Loan DocumentsLenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Sources: Credit Agreement (Flo Fill Co Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder and agent hereunder, under the Security Instruments Documents and 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 the Security Instruments, 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 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agents): (i) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Security Documents and the other Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and . The Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, or the other Loan Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents, the other Loan 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 any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations 30 hereunder or thereunder or for under 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; (iii) except pursuant to Section 11.07 Loan Documents. Agent may employ agents and attorneys-in-fact and shall not be required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or collection proceedings hereunder; and (iv) attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or agents shall not 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 document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or negligence, willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct breach of any such Administrative Agents, accountants, attorneys or experts selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.
Appears in 1 contract
Sources: Loan Agreement (Corvis Corp)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Papers with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Papers, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 13.5 and the first sentence of Section 11.06 13.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Paper, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Paper, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower, any Subsidiary of Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or the financial agreements by Borrower or other condition any of the Borrower, its Subsidiaries or the satisfaction of any other obligor condition or guarantorto inspect the property (including the books and records) of Borrower, any of its Subsidiaries or Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Paper; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Paper, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Papers with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Papers, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 12.5 and the ------------ first sentence of Section 11.06 12.6 hereof shall include reference to its Affiliates and its own ------------ and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Paper, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Paper, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower, any Subsidiary of Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by Borrower or any Subsidiary of Borrower or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, Borrower or any Subsidiary of Borrower or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Paper; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Paper, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Sources: Credit Agreement (Wiser Oil Co)
Appointment, Powers and Immunities. Each Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 12.8.) appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother 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 11.05 12.5. and the first sentence of Section 11.06 12.6. shall include reference to its Affiliates Affiliates, officers, directors, employees and its agents and its Affiliates' respective officers, directors, employees, attorneys, accountants, experts employees and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Credit Documents, and shall not by reason of the Loan Documents this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; (iib) 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 AgreementAgreement or in any other Credit Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Credit 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 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Credit Document; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsfaith.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 14.5 and the first sentence of Section 11.06 14.6 shall ------------ ------------ include reference to its Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC) and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Loan Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries any Loan Party or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in- fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and under the Security Instrumentsother 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 11.05 10.05 and the first sentence of Section 11.06 10.06 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, attorneys, accountants, experts employees and Administrative Agents): agents):
(ia) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; ;
(iib) 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 AgreementAgreement 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for thereunder;
(c) shall not, except to the existence, value, perfection or priority of any extent expressly instructed by the Majority Lenders with respect to the collateral security or under the financial or other condition of the BorrowerSecurity Documents, its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and and
(ivd) 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 including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconductmisconduct as, and to the extent, determined by a court of competent jurisdiction in a final, non-appealable judgment. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsfaith.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother 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 11.05 SECTION 13.05 and the first sentence of Section 11.06 SECTION 13.06 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts employees and Administrative Agents): agents):
(ia) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; ;
(iib) 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 AgreementAgreement 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 AgreementAgreement or any other Loan Document, 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 any Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; and
(iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivc) 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 including its own ordinary negligenceor therewith, except for its own gross negligence to the extent any such action taken or willful misconductomitted violates the Administrative Agent's standard of care set forth in the first sentence of SECTION 13.05. The Administrative Agent may employ Administrative Agentsagents and attorneys-in-fact, accountantsand may delegate all or any part of its obligations hereunder, attorneys and experts to third parties and shall not be responsible for the negligence or misconduct of any such Administrative Agentsagents, accountants, attorneys attorneys-in-fact or experts third parties selected by it in good faith 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 expertsfaith. The Administrative Agent may deem and treat the payee of any a 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender Secured Party (other than the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Credit Agreement and under the Security Instruments other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the Security Instrumentsother 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 11.05 10.5 and the first sentence of Section 11.06 10.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Credit Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lenderother Secured Party; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders other Secured Parties for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Credit Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Credit Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Credit Party or the financial satisfaction of any condition or other condition to inspect the 108 property (including the books and records) of the Borrower, any Credit Party or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Credit Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) 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 certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein 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 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; (iii) 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 document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agentsagents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agentsagents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such Administrative Agentsagents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent NationsBank to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 14.5 and the first sentence of Section 11.06 14.6 shall include reference to its ------------ ------------ Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC) and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Loan Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries any Loan Party or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. NationsBank 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 Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 19.5 and the first sentence of Section 11.06 19.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Covered Person or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Covered Person or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys or experts selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably (subject to Section 10.08) designates and appoints DBS Investors Agent, Inc., which designation and appointment is coupled with an interest, as the Agent of such Lender under this Agreement and the other Loan Documents, acting in the capacity of an administrative agent, and each such Lender irrevocably authorizes DBS Investors Agent, Inc., as the Administrative Agent of such Lender, to act as take such action on its Administrative Agent hereunder and behalf under the Security Instruments with provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. .
(b) The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 shall include reference to its Affiliates affiliates and its own and its Affiliatessuch affiliates' officers, directors, employees, attorneys, accountants, experts employees and Administrative Agents): agents) shall not:
(i) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents to be a trustee or other fiduciary for any Lender; (ii) 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 certificate or other document referred to or provided for in, or received by any either of them under, this Agreement, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability perfection or sufficiency of this Agreement, any Note Note, any Security Document or any other document referred to or provided for herein or for any failure by the Borrower any Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder except to the extent requested by the Required Lenders; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. .
(c) The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agentsagents or attorneys-in-fact it selects with reasonable care.
(d) Subject to the foregoing, accountantsto Article XI and to the provisions of any intercreditor agreement among the Lenders in effect from time to time, attorneys or experts selected the Agent shall, on behalf of the Lenders, (i) hold and apply any and all Collateral, and the proceeds thereof, at any time received by it in good faith or any action taken or omitted to be taken in good faith by it it, in accordance with the advice provisions of such Administrative Agentsthe Security Documents and this Agreement; (ii) exercise any and all rights, accountantspowers and remedies of the Lenders under this Agreement, attorneys or experts. The Administrative Agent may deem the Security Documents and treat the payee other Loan Documents, including the giving of any Note as consent or waiver or the holder thereof for entering into of any amendment, subject to the provisions of Article XI; (iii) execute, deliver and file UCC Financing Statements and other such agreements, and possess instruments on behalf of any or all purposes hereof unless and until a written notice of the assignment Lenders; and (iv) in the event of acceleration of the Borrower's Indebtedness hereunder, sell or transfer thereof permitted otherwise liquidate or dispose of any portion of the Collateral held by it and otherwise exercise the rights of the Lenders hereunder shall have been filed with and under the Administrative Security Documents.
(e) The Lenders hereby authorize the Agent. The Administrative Agent is authorized , at its option and in its discretion, to release any collateral that is permitted Lien granted to or held by the Agent upon any Collateral (i) upon termination or expiration of the Commitments and payment in full of all of the Obligations, (ii) constituting property sold or to be sold or released disposed of as part of or in connection with any Disposition expressly permitted hereunder or under any other Loan Document or to which the requisite number of Lenders have consented as provided herein or (iii) otherwise pursuant to and in accordance with the terms provisions of any applicable Loan Document. Upon request by the Loan DocumentsAgent at any time, the Lenders will confirm in writing the Agent's authority to release Collateral pursuant to this Section.
Appears in 1 contract
Sources: Term Loan Agreement (Pegasus Communications Corp /)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its Administrative Agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically and respectively delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto.
(b) The Administrative Agent shall administer the Credit Facility in the same manner as if all Loans were held by the Administrative Agent in its own portfolio. The Administrative Agent shall forward to the Lenders all documents received by the Administrative Agent from any Credit Party pursuant to the terms of this Agreement, unless such Credit Party is obligated under this Agreement to make delivery of such documents to the Lenders.
(c) The Administrative Agent (which term as used in this sentence and in Section 11.05 12.5 and the first sentence of Section 11.06 12.6 of this Agreement shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder under this Agreement; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Credit Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Credit Party or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconductmisconduct or breach of an express agreement made by the Administrative Agent to any other Lender contained herein. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 14.5 and the first sentence of Section 11.06 14.6 shall ------------ ------------ include reference to its Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC) and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Loan Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries any Loan Party or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother 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 11.05 13.5 and the first sentence of Section 11.06 13.6 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, attorneys, accountants, experts employees and Administrative Agents): agents):
(i) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; ;
(ii) 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 AgreementAgreement 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 AgreementAgreement or any other Loan Document, 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 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 guarantorthereunder; and
(iii) 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 including its own ordinary negligenceor therewith, except for its own gross negligence to the extent any such action taken or willful misconductomitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5. The Administrative Agent may employ Administrative Agentsagents and attorneys-in-fact, accountantsand may delegate all or any part of its obligations hereunder, attorneys and experts to third parties and shall not be responsible for the negligence or misconduct of any such Administrative Agentsagents, accountants, attorneys attorneys-in-fact or experts third parties selected by it in good faith 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 expertsfaith. The Administrative Agent may deem and treat the payee of any a 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Neither the Agent nor the Fronting Bank (which term terms as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its each of their Affiliates and its their own and its their Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower Borrower, a Guarantor or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or the financial or other condition of agreements by the Borrower, a Guarantor or any other Person or the satisfaction of any condition or to inspect the property (including the books and records) of the Borrower or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Sources: Credit Agreement (Pentacon Inc)
Appointment, Powers and Immunities. CDF 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 Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 18.5 and the first sentence of Section 11.06 18.6 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, attorneysrepresentatives, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Covered Person or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries any Covered Person or any other obligor or guarantorof its Subsidiaries; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document (other than normal collection procedures from the Lockboxes); and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Sources: Credit Facilities Agreement (MTM Technologies, Inc.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor the Fronting Bank (which term terms as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its each of their Affiliates and its their own and its their Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agents): (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower Borrower, a Guarantor or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or the financial or other condition of agreements by the Borrower, a Guarantor or any other Person or the satisfaction of any condition or to inspect the property (including the books and records) of the Borrower or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys Agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys Agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Sources: Credit Agreement (Pentacon Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 SECTION 13.5 and the first sentence of Section 11.06 SECTION 13.6 shall include reference to its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Loan Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries any Loan Party or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent for, and representative (within the meaning of Section 9-105(m) of the Uniform Commercial Code, as in effect in the State of New York) of, such Bank under the Security Instruments Loan Documents, with such powers as are specifically delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto, and each Bank authorizes the Administrative Agent, in its capacity as Collateral Agent, to execute the Pledge Agreement on behalf of each Bank. Each Bank further authorizes the Administrative Agent to execute any amendment, waiver or modification of the Pledge Agreement on behalf of the Banks, PROVIDED that the Administrative Agent shall have received the consent thereto from the Majority Banks or, if such amendment, waiver or modification would have the effect of releasing all or a significant portion of the Collateral for the Obligations, all of the Banks. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agents): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and Bank. The Administrative Agent shall not be responsible to any of the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, the Loan Documents or in any certificate or other document referred to or provided for in, or received by any of them the Banks under, this Agreementthe Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person (other than the Administrative Agent) Company to perform any of its obligations hereunder or 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; (iii) except pursuant to Section 11.07 hereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be required responsible, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or collection proceedings hereunder; and (iv) attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys or experts selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (CSC Holdings Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Tranche A Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Tranche A Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (i) shall have no duties or responsibilities except those expressly set forth in the Tranche A Loan Documents, and shall not by reason of the Tranche A Loan Documents be a trustee or fiduciary for any Lender; (ii) 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 certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Tranche A Note or any other document referred to or provided for herein 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 or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iii) 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 document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agentsagents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agentsagents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such Administrative Agentsagents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Tranche A 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 collateral that is permitted to be sold or released pursuant to the terms of the Tranche A Loan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother 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 11.05 10.05 hereof and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts employees and Administrative Agentsagents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Credit Documents, and shall not by reason of the Loan Documents this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be CREDIT AGREEMENT responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, any other Credit Document or in any other document referred to herein, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Credit 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 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Credit Document; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. The Administrative Agent may deem and treat the payee of 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 , together with the consent of the Borrower to release any collateral that is permitted to be sold such assignment or released pursuant transfer (to the terms of the Loan Documentsextent provided in Section 11.06(b) hereof).
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Credit Agreement and under the Security Instruments other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the Security Instrumentsother 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 11.05 10.5 and the first sentence of Section 11.06 10.6 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Credit Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Credit Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Credit Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iii) except pursuant to Section 11.07 shall not be required responsible for or have any duty to initiate ascertain, inquire into, or conduct verify the performance or observance of any litigation covenants or collection proceedings hereunderagreements 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; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Credit Document, except for to the extent that the taking of such action or omission is found by a final and nonappealable decision of a court of competent jurisdiction to constitute its own gross negligence negligence, bad faith or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or with reasonable care. The Issuing Lender shall act on behalf of the Lenders with respect to any action taken or omitted to be taken in good faith Letters of Credit issued by it in accordance with and the advice of documents associated therewith until such Administrative Agents, accountants, attorneys or experts. The time (and except for so long) as the Administrative Agent may deem and treat agree at the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice request of the assignment or transfer thereof permitted hereunder Required Lenders to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have been filed with all of the benefits and immunities (i) provided to the Administrative Agent. The Administrative Agent is authorized in this Section 10 with respect to release any collateral that is permitted acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be sold or released pursuant issued by it and the application and agreements for letters of credit pertaining to the terms Letters of Credit as fully as if the Loan Documentsterm “Administrative Agent” as used in this Section 10 included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lender.
Appears in 1 contract
Appointment, Powers and Immunities. DFS 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 Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 18.5 and the first sentence of Section 11.06 18.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneysrepresentatives, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Covered Person or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Covered Person or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document (other than normal collection procedures from the Lockboxes); and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Sources: Credit Facilities Agreement (Pomeroy Computer Resources Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and under the Security Instrumentsother 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 11.05 10.05 and the first sentence of Section 11.06 10.06 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, attorneys, accountants, experts employees and Administrative Agents): agents):
(ia) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; ;
(iib) 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 AgreementAgreement 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for thereunder; Table of Contents
(c) shall not, except to the existence, value, perfection or priority of any extent expressly instructed by the Majority Lenders with respect to the collateral security or under the financial or other condition of the BorrowerSecurity Documents, its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and and
(ivd) 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 including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsfaith.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent each of NationsBank and Bank of America to act as its Administrative Agent hereunder and Documentation Agent, respectively, under this Agreement and the Security Instruments other Loan Documents with such powers and discretion as are specifically and respectively delegated to the Administrative each Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto.
(b) The Administrative Agent shall administer the Credit Facility in the same manner as if the entire Aggregate Commitment were held by the Administrative Agent in its own portfolio. Each Agent shall forward to the Lenders all documents received by such Agent from any Credit Party pursuant to the terms of this Agreement, unless such Credit Party is obligated under this Agreement to make delivery of such documents to the Lenders. The Administrative Documentation Agent has no duties or responsibilities in connection with the administration of the Credit Facility or otherwise except as otherwise expressly provided in this Agreement.
(c) Neither Agent (which term as used in this sentence and in Section 11.05 12.5 and the first sentence of Section 11.06 12.6 of this Agreement shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder under this Agreement; (c) shall be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Credit Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Credit Party or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconductmisconduct or breach of an express agreement made by such Agent to any other Lenders contained herein. The Administrative Each Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder administrative agent under this Amended Agreement and under the Security Instruments other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Amended Agreement and the Security Instrumentsother 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 11.05 9.5 and the first sentence two sentences of Section 11.06 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Amended Agreement and the Loan Documents, other Credit Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any LenderLender or other Secured Party; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Secured Parties for any recitalsrecital, statementsstatement, representations representation or warranties contained warranty (whether written or oral) made in this Agreement, or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Credit Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreementany Credit Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Credit Party or the financial satisfaction of any condition or other condition the use of the Borrower, proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Credit Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the 84 negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any action taken or omitted and all documents (including releases) with respect to be taken in good faith the Collateral and the rights of the Lenders with respect thereto, as contemplated by it and in accordance with the advice provisions of such Administrative Agents, accountants, attorneys or expertsthis Amended Agreement and the Collateral Documents. The Administrative Agent may deem and treat provisions of this Section 9 are solely for the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice benefit of the assignment or transfer thereof permitted hereunder Agent and the Lenders and none of the Credit Parties shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms rights as a third party beneficiary of the Loan provisions hereof. In performing its functions and duties under this Amended Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
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 Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 16.5 and the first sentence of Section 11.06 16.6 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Covered Person or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or the validity; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Covered Person or any of its Subsidiaries or any other obligor or guarantoraffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Credit Agreement and under the Security Instruments other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the Security Instrumentsother 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 11.05 9.5 and the first sentence of Section 11.06 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Credit Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Credit Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Credit Document, any Note or any other document referred to or provided for herein 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 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 guarantorthereunder; (iii) except pursuant to Section 11.07 shall not be required responsible for or have any duty to initiate ascertain, inquire into, or conduct verify the performance or observance of any litigation covenants or collection proceedings hereunderagreements by the Borrower or the satisfaction of any condition or to inspect the Property (including the books and records) of the Borrower or any of its Subsidiaries or Affiliates; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Credit Document, except for to the extent that the taking of such action or omission is found by a final and nonappealable decision of a court of competent jurisdiction to constitute its own gross negligence negligence, bad faith or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender, the Swing Line Lender and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 11.5 and the first sentence of Section 11.06 11.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender, the Swing Line Lender or the Issuing Bank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Loan Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Loan Party or any of its Subsidiaries or any other obligor or guarantoraffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible to any Lender for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsreasonable care. The Administrative Agent may deem Each Lender hereby irrevocably designates and treat the payee of any Note appoints NationsBank as the holder thereof Agent for all purposes hereof unless the Lenders under this Agreement, and until a written notice each of the assignment or transfer thereof permitted hereunder shall have been filed with Lenders hereby irrevocably authorizes NationsBank as the Administrative Agent. The Administrative Agent is authorized for such Lender, to release any collateral that is permitted take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to be sold or released pursuant exercise such powers as are expressly delegated to the Agent by the terms of the this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. 9.1.1 Each Lender hereby irrevocably appoints and authorizes the (a) Administrative Agent to act as its Administrative Agent agent hereunder and under the Security Instruments other Credit Documents, and (b) Collateral Agent to act as its collateral agent hereunder and under the other Credit Documents, in each case with such powers as are specifically expressly delegated to the Administrative Agent or Collateral Agent (as the case may be) by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The Neither Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agents): (i) nor Collateral Agent shall have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement or in any other Credit Document, and shall not by reason of the Loan Documents or be a trustee or a fiduciary for any Lender; Secured Party. Notwithstanding anything to the contrary contained herein, neither Administrative Agent nor Collateral Agent shall be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes Administrative Agent or Collateral Agent (iias the case may be) makes no representation or warranty to any Lender liability. Each of Lead Arranger, Collateral Agent, Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to the Lenders any other Secured Party for (i) any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement, the other Credit Documents or in any certificate or other document referred to or provided for in, or received by any of them underLead Arranger, this AgreementAdministrative Agent, Collateral Agent, or for any Secured Party under this Agreement or any other Credit Document, (ii) the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the other Credit Documents, any Note Notes or any other document referred to or provided for herein herein, or for (iii) any failure by the Borrower or any other Person (other than the Administrative Agent) its Affiliates to perform any of its their respective obligations hereunder or thereunder or for the existence, value, perfection or priority thereunder. Each of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; Administrative Agent and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Collateral Agent may employ Administrative Agentsagents and attorneys-in-fact, accountants, attorneys and experts and neither shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder administrative and collateral agent hereunder, under the Security Instruments Documents and 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 the Security Instruments, 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 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agents): (i) shall not have no any duties or responsibilities except those expressly set forth in this Agreement, the Security Documents and the other Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and Bank. The Agent shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties warranties, or conditions precedent contained in this Agreement, the Security Documents, or the other Loan Documents, or in any certificate or other document referred to or provided for in, or received by the Agent or any of them Bank under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or other Obligations 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 or any of the other Person (other than the Administrative Agent) Loan Parties to perform any of its obligations hereunder or thereunder or for under 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; (iii) except pursuant to Section 11.07 Loan Documents. The Agent may employ agents and attorneys-in-fact and shall not be required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the gross negligence or willful misconduct of any litigation such agents or collection proceedings hereunder; and (iv) attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall not 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 document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys or experts selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 10.5 and the first sentence of Section 11.06 10.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries or any other obligor or guarantorPerson; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsreasonable care. The Administrative Agent may deem Co-Arrangers and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder Syndication Agents shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsno responsibilities under this Agreement other than as a Lender.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent NationsBank, N.A. to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 13.5 and the first sentence of Section 11.06 13.6 hereof shall include reference to its Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities, Inc). and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Obligated Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Obligated Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries any Obligated Party or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative each Agent to act as its Administrative Agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement Agreement, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative No Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agents): (i) shall have no any duties or responsibilities except those expressly set forth in this Agreement, the Security Documents and the other Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation , nor is any Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or warranty to the other Loan Documents or in respect thereof or in respect of any Lender and Lender. No Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, or the other Loan Documents, in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents or the other Loan 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 any Company, or any other Person (other than the Administrative Agent) of their respective Subsidiaries to perform any of its obligations hereunder or thereunder or for under the existenceother Loan Documents. Each Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, 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; (iii) except pursuant to Section 11.07 and shall not be required responsible, except as to initiate money or conduct the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any litigation such agents or collection proceedings hereunder; and (iv) attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. No Agent nor any of its directors, officers, employees or agents shall not 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 document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys or experts selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Edo Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its Administrative Agent hereunder agent under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother 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 11.05 9.5 and the first sentence of Section 11.06 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and Administrative Agentsagents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by Borrower or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, Borrower or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ Administrative Agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such Administrative Agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 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 collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.
Appears in 1 contract