Common use of Authority of the Agent Clause in Contracts

Authority of the Agent. (a) The Agent shall have, and be entitled to exercise, all such powers hereunder as are specifically delegated to the Agent by the terms hereof, together with such powers as are incidental thereto. The Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Agent, nor any director, officer, employee or agent of the Agent, shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct. Each Company agrees to reimburse the Agent, on demand, for all reasonable costs and expenses incurred by the Agent in connection with the administration and enforcement of this Agreement (including costs and expenses incurred by any agent employed by the Agent) and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Agent and any such agent from and against any and all liability incurred by the Agent or such agent hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of the Agent or such agent, as the case may be. (b) The Agent may from time to time, without notice to any Company, at its option, perform any material obligation to be performed by any Company hereunder, under the Credit Agreement or under the Loan Documents which shall not have been performed and take any other action which the Agent deems necessary for the maintenance or preservation of any of the Collateral or its security interest in the Collateral. All moneys advanced by the Agent in connection with the foregoing shall, whether or not there are then outstanding any credit extensions made under the Credit Agreement or the Credit Agreement is in effect, bear interest at the Default Rate (or such lower maximum rate as shall be legal under applicable law), and shall be repaid together with such interest by the Companies to the Agent, upon the latter's demand, and shall be secured hereby prior to any other indebtedness or obligation secured hereby, but the making of any such advance by the Agent shall not relieve any Company of any default hereunder or thereunder. (c) The Agent, in its sole discretion, may apply any amounts which it receives from whatever source on account of the Obligations toward the payment of the Obligations in such order of application as the Agent, in its sole discretion, may from time to time elect, subject to the terms and provisions of the Credit Agreement.

Authority of the Agent. (a) The Agent shall have, and be entitled to exercise, all such powers hereunder (to the extent permitted by the Credit Agreement) as are specifically delegated to the Agent by the terms hereof, together with such powers as are incidental thereto, for the benefit of the Banks. As to matters not expressly provided for by this Pledge Agreement (including, without limitation, enforcement or collection of this Pledge Agreement) the Agent shall not be required to exercise any discretion, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks and such instructions shall be binding upon all Banks. The Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the reasonable advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Agent, the Banks nor any director, officer, officer or employee or agent of the Agent, thereof shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct. Each Company Without limiting the generality of the foregoing, the Agent shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Pledge Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; provided that, notwithstanding the foregoing, the Agent shall comply with Section 4 hereof. The Pledgor agrees to reimburse the Agent, on demand, for all reasonable costs and expenses actually incurred by the Agent in connection with the administration and enforcement of this Agreement (including including, without limitation, reasonable costs and expenses actually incurred by any agent employed by the Agent) and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Agent and the Banks (and any such agent agent) from and against any and all liability incurred by the Agent or any Bank or any such agent thereof, hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of the Agent or any Bank or such agent, as the case may be. (b) The Agent may from time to time, without notice to any Company, at its option, perform any material obligation to be performed by any Company hereunder, under the Credit Agreement or under the Loan Documents which shall not have been performed and take any other action which the Agent deems necessary for the maintenance or preservation of any of the Collateral or its security interest in the Collateral. All moneys advanced by the Agent in connection with the foregoing shall, whether or not there are then outstanding any credit extensions made under the Credit Agreement or the Credit Agreement is in effect, bear interest at the Default Rate (or such lower maximum rate as shall be legal under applicable law), and shall be repaid together with such interest by the Companies to the Agent, upon the latter's demand, and shall be secured hereby prior to any other indebtedness or obligation secured hereby, but the making of any such advance by the Agent shall not relieve any Company of any default hereunder or thereunder. (c) The Agent, in its sole discretion, may apply any amounts which it receives from whatever source on account of the Obligations toward the payment of the Obligations in such order of application as the Agent, in its sole discretion, may from time to time elect, subject to the terms and provisions of the Credit Agreement.