Appointment, Powers and Immunities. Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 and the first sentence of Section 13.6 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and 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 this Agreement or any other Loan Document be a trustee for any Lender; (ii) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower or any other Person to perform any of its obligations hereunder or thereunder; and (iii) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except to the extent any such action taken or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents, attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes Administrative Agent NationsBank to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 14.5 and the first sentence of Section 13.6 14.6 shall include reference to its affiliates ------------ ------------ Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC) and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Loan Party or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable 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 agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 19.5 and the first sentence of Section 13.6 19.6 hereof shall include reference to its affiliates and its own and its affiliates’ ' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Covered Person or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of for its obligations hereunder, to third parties and shall not be responsible for the own gross negligence or misconduct of any such agents, attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentwillful misconduct.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes Administrative Agent Bank of America to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 14.5 and the first sentence of Section 13.6 14.6 shall ------------ ------------ include reference to its affiliates Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC) and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Loan Party or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Lender, the Revolving Loan Lender, and the Deposit Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 11.05 and the first sentence of Section 13.6 11.06 shall include reference to its affiliates Affiliates and its own and its affiliatesAffiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Credit Documents, and shall not by reason of this Agreement or any and the other Loan Document Credit Documents be a trustee or fiduciary for any Lender;
, the Revolving Loan Lender, or the Deposit Bank; (iib) makes no representation or warranty to any Lender, the Revolving Loan Lender, or the Deposit Bank and shall not be responsible to the Lenders Lenders, the Revolving Loan Lender, or the Deposit Bank for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunderthereunder 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; and
(iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties experts and shall not be responsible for the negligence or misconduct of any such agents, attorneys-in-fact accountants, attorneys or third parties experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of this Agreement and the other Credit Documents.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Credit Agreement and under the other Loan Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 10.5 and the first sentence of Section 13.6 10.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliatesAffiliates’ officers, directors, employees employees, and agents):
): (i) shall not have no any duties or responsibilities except those expressly set forth in this Credit Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (ii) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Credit Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Credit Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunder; and
(iii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Credit Document, except to the extent any that the taking of such action taken or omitted violates Administrative Agent’s standard omission is found by a final and nonappealable decision of care set forth in the first sentence a court of Section 13.5competent jurisdiction to constitute its own gross negligence, bad faith or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faithwith reasonable care. The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may deem and treat agree at the payee of a Note as the holder thereof for all purposes hereof unless and until a notice request of the assignment or transfer thereof Required Lenders to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have been filed all of the benefits and immunities (i) provided to the Administrative Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “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. 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 agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 18.5 and the first sentence of Section 13.6 18.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliatesAffiliates’ officers, directors, employees employees, representatives, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Covered Person or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Sources: Credit Facilities Agreement (MTM Technologies, Inc.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Administrative the Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to Administrative the Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Neither the Agent nor the Fronting Bank (which term terms as used in this sentence and in Section 13.5 11.05 and the first sentence of Section 13.6 11.06 hereof shall include reference to its affiliates each of their Affiliates and its their own and its affiliates’ their Affiliates' officers, directors, employees employees, and agents):
): (ia) shall have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower the Borrower, a Guarantor or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by 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 Affiliates; (d) shall be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative The Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Sources: Credit Agreement (Pentacon Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Administrative Agent to act as its agent hereunder hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to Administrative the Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. Administrative The Agent (which term as used in this sentence and in Section 13.5 and the first sentence of Section 13.6 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents):
(i) shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee for any Lender;
(ii) . The Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any the Security Documents, the other Loan Document Documents, or any other document referred to or provided for herein or therein 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 to perform any of its obligations 30 hereunder or thereunder; and
(iii) under the other Loan Documents. Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except to the extent any such action taken for its or omitted violates Administrative Agent’s standard their own gross negligence, willful misconduct, or breach of care set forth in the first sentence of Section 13.5. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents, attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentthis Agreement.
Appears in 1 contract
Sources: Loan Agreement (Corvis Corp)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes Administrative Agent NationsBank to act as its agent hereunder Administrative Agent under this Agreement and under the 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 of the other 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 13.5 12.5 and the first sentence of Section 13.6 12.6 shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunderunder this Agreement; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence or willful misconduct or breach of an express agreement made by such Administrative Agent to the extent any such action taken or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5other Lenders contained herein. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 8.05 and the first sentence of Section 13.6 8.06 shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, attorneys, accountants, experts and 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 this Agreement or any other the Loan Document 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 other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; and
(iiic) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except to the extent any such action taken for its own gross negligence, willful misconduct or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5unlawful conduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties experts and shall not be responsible for the negligence or misconduct of any such agents, attorneys-in-fact accountants, attorneys or third parties experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be released pursuant to the terms of this 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 Agent to act as its agent hereunder under this Agreement and under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Basic Documents, together with such other powers as are reasonably incidental theretoto such powers. The Administrative Agent (which term as used in this sentence and in Section 13.5 11.05 and the first sentence of Section 13.6 11.06 shall include reference to its affiliates and its own and its affiliates’ ' officers, directors, employees and agents):
): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein in any Basic Document or for any failure by Borrower the Company or any other Person to perform any of its obligations hereunder under any Basic Document; (c) shall not be required to initiate or thereunderconduct any litigation or collection proceedings under any Basic Document; and
(iiid) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein in any Basic Document or in connection herewith or therewithwith any Basic Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof of such Note for all purposes hereof of the Basic Documents unless and until a notice of the assignment or transfer thereof of such Note shall have been filed with the Administrative Agent, together with the consent of the Company to such assignment or transfer (to the extent provided in Section 11.06(b)).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of under the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 10.05 and the first sentence of Section 13.6 10.06 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and 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 this Agreement or any other Loan Document be a trustee for any Lender;
(iib) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower the Borrowers or any other Person to perform any of its obligations hereunder or thereunder; Table of Contents
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to the collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(iiid) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender (including any Lender in its capacity as LC Issuer or Swing Line Lender) hereby irrevocably appoints and authorizes Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 SECTION 11.5 and the first sentence of Section 13.6 SECTION 11.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any party hereto or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the parties hereto or the satisfaction of any condition or to inspect the property (including the books and records) of Borrower or its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable 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 under this Agreement and under the other Loan Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 9.5 and the first sentence two sentences of Section 13.6 9.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Credit Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
Lender or other Secured Party; (iib) 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 other Loan Document, Credit Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreementany Credit Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the 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 Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Credit Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faithwith reasonable care. Without limiting the generality of the foregoing, the Administrative Agent may deem is hereby expressly authorized to execute any and treat all documents (including releases) with respect to the payee of a Note as Collateral and the holder thereof for all purposes hereof unless and until a notice rights of the assignment or transfer thereof Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have been filed 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 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 Administrative Agentor 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 of the Lenders hereby ---------------------------------- irrevocably appoints and authorizes designates the Administrative Agent to act as its agent hereunder and under the 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 with 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 of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 10.05 and the first sentence of Section 13.6 10.06 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' shareholders, officers, directors, employees members, partners, employees, agents, attorneys, other advisors and agentsattorneys-in-fact):
(ia) shall have no duties or responsibilities responsibilities, except those expressly set forth in this Agreement and or in any of the other Loan Documents, and shall not by reason of this Agreement or any of the other Loan Document Documents be a trustee for or have any fiduciary 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) 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 Agreement or in any of the other Loan DocumentDocuments, 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 Agreement or any of the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any of the other Loan Document Documents or any other document referred to or provided for herein or therein or for any failure by Borrower the Company or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any 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
(iiie) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any of the other Loan Document Documents or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except to the extent that any such action taken 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 omitted violates Administrative Agent’s standard willful misconduct in breach of care set forth in a duty owed to the first sentence of Section 13.5party asserting liability. The Administrative Agent may employ agents and attorneys-in-factfact for the purposes of executing any of its duties hereunder or under any of the other Loan Documents, and may delegate shall be entitled to advice of counsel concerning all or any part of its obligations hereundermatters pertaining to such duties; provided, to third parties and however, that the Administrative Agent -------- ------- shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee (or Registered Holder, as the case may be) of a an Amended and Restated Note as the holder thereof for all purposes hereof unless and until a notice an Assignment and Acceptance in the form of Exhibit J to the assignment or transfer thereof Existing --------- Credit Agreement shall have been filed with delivered to the Administrative Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 12.8.) appoints and authorizes Administrative the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically delegated to Administrative the Agent by the terms of this Agreement and of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Administrative The Agent (which term as used in this sentence and in Section 13.5 12.5. and the first sentence of Section 13.6 12.6. shall include reference to its affiliates Affiliates, officers, directors, employees and agents and its own and its affiliates’ Affiliates' respective officers, directors, employees and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Credit Documents, and shall not by reason of this Agreement or any other Loan Credit Document be a trustee for any Lender;
; (iib) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by Borrower the Company or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Credit Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative The Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agent.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes Administrative Agent each of NationsBank and Bank of America to act as its agent hereunder Administrative Agent and Documentation Agent, respectively, under this Agreement and the other Loan Documents with such powers and discretion as are specifically and respectively delegated to Administrative each Agent by the terms of this Agreement and of the other 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. Administrative 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 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 13.5 12.5 and the first sentence of Section 13.6 12.6 of this Agreement shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunderunder this Agreement; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence or willful misconduct or breach of an express agreement made by such Agent to the extent any such action taken or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5other Lenders contained herein. Administrative Each Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Administrative the Agent to act as its administrative agent hereunder under this Amended Agreement and under the other Loan Credit Documents with such powers and discretion as are specifically delegated to Administrative the Agent by the terms of this Amended Agreement and of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Administrative The Agent (which term as used in this sentence and in Section 13.5 9.5 and the first sentence two sentences of Section 13.6 9.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Amended Agreement and in the other Loan Documents, Credit Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
Lender or other Secured Party; (iib) 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 other Loan Document, Credit Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreementany Credit Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the 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 Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Credit Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative The Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the 84 negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faithwith reasonable care. Administrative Agent may deem and treat Without limiting the payee of a Note as the holder thereof for all purposes hereof unless and until a notice generality of the assignment or transfer thereof foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Amended Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have been filed any rights as a third party beneficiary of the 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 Administrative Agentor for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 SECTION 13.05 and the first sentence of Section 13.6 SECTION 13.06 shall include reference to its affiliates and its own and its affiliates’ ' officers, directors, employees and 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 this Agreement or any other Loan Document be a trustee for any Lender;
(iib) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Borrower or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except to the extent any such action taken or omitted violates the Administrative Agent’s 's standard of care set forth in the first sentence of Section 13.5SECTION 13.05. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents, attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent.
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 agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 18.5 and the first sentence of Section 13.6 18.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, representatives, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Covered Person or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Sources: Credit Facilities Agreement (Pomeroy Computer Resources Inc)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes Administrative Agent Bank of America to act as its agent hereunder Administrative Agent under this Agreement and under the 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 of the other 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 13.5 12.5 and the first sentence of Section 13.6 12.6 of this Agreement shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Credit Party or any other Person to perform any of its obligations hereunder under this Agreement; (c) shall not be responsible for or thereunderhave any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; and
(iiid) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence or willful misconduct or breach of an express agreement made by the Administrative Agent to the extent any such action taken or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5other Lender contained herein. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes Administrative the Agent to act as its administrative and collateral agent hereunder hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to Administrative the Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. Administrative The Agent (which term as used in this sentence and in Section 13.5 and the first sentence of Section 13.6 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents):
(i) shall not have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
(ii) 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 Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by the Agent or any of them Bank under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or 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 Loan Parties to perform any of its obligations hereunder or thereunder; and
(iii) under the other Loan Documents. The Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the gross negligence or willful misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except to the extent any such action taken for its or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the their own gross negligence or misconduct of any such agents, attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentwillful misconduct.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder Administrative Agent under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Neither the Administrative Agent nor the Fronting Bank (which term terms as used in this sentence and in Section 13.5 11.05 and the first sentence of Section 13.6 11.06 hereof shall include reference to its affiliates each of their Affiliates and its their own and its affiliates’ their Affiliates' officers, directors, employees employees, and agents):
Administrative Agents): (ia) shall have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower the Borrower, a Guarantor or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by 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 Affiliates; (d) shall be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents Administrative Agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, Administrative Agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Sources: Credit Agreement (Pentacon Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby appoints and authorizes the Administrative Agent to act as its agent hereunder 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 other Loan Documents Documents, with such powers as are specifically delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and of the other Loan 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 (which term as used in this sentence and in Section 13.5 and to execute any amendment, waiver or modification of the first sentence Pledge Agreement on behalf of Section 13.6 shall include reference to its affiliates and its own and its affiliates’ officersthe Banks, directors, employees and agents):
(i) PROVIDED that the Administrative Agent shall have no 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 shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee for any Lender;
(ii) 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 or in any other the Loan Document, Documents or in any certificate or other document referred to or provided for in, or received by any of them the Banks under, this Agreement or any other the Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other the Loan Document Documents or any other document referred to or provided for herein or therein or for any failure by Borrower or any other Person the Company to perform any of its obligations hereunder or thereunder; and
(iii) hereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except to the extent any such action taken for its or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the their own gross negligence or misconduct of any such agents, attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentwillful misconduct.
Appears in 1 contract
Sources: Credit Agreement (CSC Holdings Inc)
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes Administrative Agent Bank of America to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 14.5 and the first sentence of Section 13.6 14.6 shall ------------ ------------ include reference to its affiliates Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC) and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Loan Party or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-in- fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of under the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 10.05 and the first sentence of Section 13.6 10.06 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and 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 this Agreement or any other Loan Document be a trustee for any Lender;
(iib) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower the Borrowers or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to the collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(iiid) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct as, and to the extent any such action taken or omitted violates Administrative Agent’s standard extent, determined by a court of care set forth competent jurisdiction in the first sentence of Section 13.5a final, non-appealable judgment. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Administrative each Agent to act as its agent hereunder Agent hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to Administrative such Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. Administrative No Agent (which term as used in this sentence and in Section 13.5 and the first sentence of Section 13.6 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents):
(i) shall have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee for any Lender;
(ii) , nor is any Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect thereof or in respect of any Lender. No Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectability of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by Borrower any Company, or any other Person of their respective Subsidiaries to perform any of its obligations hereunder or thereunder; and
(iii) under the other Loan Documents. Each Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. No Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except to the extent any such action taken for its or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the their own gross negligence or misconduct of any such agents, attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentwillful misconduct.
Appears in 1 contract
Sources: Credit Agreement (Edo Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Administrative each Agent to act as its agent hereunder Agent hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to Administrative such Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. Administrative No Agent (which term as used in this sentence and in Section 13.5 and the first sentence of Section 13.6 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents):
(i) shall have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee for any Lender;
(ii) , nor is any Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect thereof or in respect of any Lender. No Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectibility of the 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 Borrower any Company, or any other Person of their respective Subsidiaries to perform any of its obligations hereunder or thereunder; and
(iii) under the other Loan Documents. Each Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. No Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except to the extent any such action taken for its or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the their own gross negligence or misconduct of any such agents, attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentwillful misconduct.
Appears in 1 contract
Sources: Credit Agreement (Edo Corp)
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 Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 18.5 and the first sentence of Section 13.6 18.6 hereof shall include reference to its affiliates and its own and its affiliates’ ' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Covered Person or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it with reasonable care. Each Lender hereby authorizes LaSalle, in good faith. its capacity as Administrative Agent may deem and treat hereunder, to execute the payee Intercreditor Agreement in connection with the issuance by Borrower of a Note as Parity Debt. Notwithstanding the holder thereof for all purposes hereof unless and until a notice foregoing, the Administrative Agent shall not be obligated to execute the Intercreditor Agreement or any other document or instrument related to the Parity Debt on behalf of the assignment or transfer thereof shall have been filed with Administrative Agentother Lenders.
Appears in 1 contract
Sources: Loan Agreement (Talx Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Administrative Agent NationsBank, N.A. to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 and the first sentence of Section 13.6 hereof shall include reference to its affiliates Affiliates (including NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities, Inc). and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Obligated Party or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Obligated Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Obligated Party or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 9.5 and the first sentence of Section 13.6 9.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes Administrative the Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to Administrative the Agent by the terms of this Agreement and of the other 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. Administrative The 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 13.5 12.5 and the first sentence of Section 13.6 12.6 of this Agreement shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Credit Party or any other Person to perform any of its obligations hereunder under this Agreement; (c) shall not be responsible for or thereunderhave any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; and
(iiid) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative The Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, attorneys-agents or attorneys- in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 10.05 hereof and the first sentence of Section 13.6 10.06 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees and agents):
): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Credit Documents, and shall not by reason of this Agreement or any other Loan Credit Document be a trustee for any Lender;
; (iib) shall not be CREDIT AGREEMENT responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, any other Credit Document or in any other Loan Documentdocument referred to herein, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan 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 to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Credit Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 11.06(b) hereof).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 11.05 and the first sentence of Section 13.6 11.06 shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, attorneys, accountants, experts and agents):
Administrative 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 this Agreement or any other the Loan Document 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 other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunderthereunder 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; 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 or therewithincluding its own ordinary negligence, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents Administrative Agents, accountants, attorneys and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties experts and shall not be responsible for the negligence or misconduct of any such agentsAdministrative Agents, attorneys-in-fact accountants, attorneys or third parties experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such Administrative Agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof 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. (a) Each Lender Secured Party (other than the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Credit Agreement and under the other Loan Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 10.5 and the first sentence of Section 13.6 10.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Credit Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
other Secured Party; (iib) shall not be responsible to the Lenders other 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 other Loan Document, Credit Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Credit Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the 108 property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Credit Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents Papers with such powers and discretion as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan DocumentsPapers, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 and the first sentence of Section 13.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
Bank; (iib) shall not be responsible to the Lenders Banks for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Paper or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentPaper, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Paper, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower, any Subsidiary of Borrower or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by Borrower or any of its Subsidiaries or the satisfaction of any condition or to inspect the property (including the books and records) of Borrower, any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Paper, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby ----------------------------------- irrevocably appoints and authorizes Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents Papers with such powers and discretion as are specifically delegated to Administrative Agent by the terms of this Agreement and of the other Loan DocumentsPapers, together with such other powers as are reasonably incidental thereto. Administrative Agent (which term as used in this sentence and in Section 13.5 12.5 and the ------------ first sentence of Section 13.6 12.6 hereof shall include reference to its affiliates Affiliates and its own ------------ and its affiliates’ Affiliates' officers, directors, employees employees, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
Bank; (iib) shall not be responsible to the Lenders Banks for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Paper or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentPaper, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Paper, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower, any Subsidiary of Borrower or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by Borrower or any Subsidiary of Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of Borrower or any Subsidiary of Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Paper, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Sources: Credit Agreement (Wiser Oil Co)
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 agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.5 18.5 and the first sentence of Section 13.6 18.6 hereof shall include reference to its affiliates Affiliates and its own and its affiliates’ Affiliates' officers, directors, employees employees, representatives, and agents):
): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender;
; (iib) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower any Covered Person or any other Person to perform any of its obligations hereunder or thereunder; and
(iiic) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except to the extent any such action taken for its own gross negligence or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 13.5willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact, and may delegate all or any part of its obligations hereunder, to third parties fact and shall not be responsible for the negligence or misconduct of any such agents, agents or attorneys-in-fact or third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with Administrative Agentreasonable care.
Appears in 1 contract
Sources: Credit Facilities Agreement (Pomeroy It Solutions Inc)