Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 64 contracts
Sources: Loan and Servicing Agreement (AMG Comvest Senior Lending Fund), Credit Agreement (BlackRock Monticello Debt Real Estate Investment Trust), Loan and Servicing Agreement (HPS Corporate Lending Fund)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such dutiesattorneys-in-fact. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by Section 8.07.
Appears in 37 contracts
Sources: Term Loan Credit Agreement (PPL Electric Utilities Corp), Letter of Credit Agreement (LG&E & KU Energy LLC), Revolving Credit Agreement (PPL Energy Supply LLC)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects with reasonable care.
Appears in 31 contracts
Sources: Five Year Revolving Credit Agreement (Kyndryl Holdings, Inc.), Term Loan Credit Agreement (Kyndryl Holdings, Inc.), Five Year Revolving Credit Agreement (Kyndryl Holdings, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by section 11.3.
Appears in 27 contracts
Sources: Credit Agreement (Om Group Inc), Credit Agreement (Cedar Fair L P), Credit Agreement (Hawk Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable care.
Appears in 23 contracts
Sources: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (Franklin BSP Lending Corp), Loan and Servicing Agreement (FS KKR Capital Corp)
Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement or any and the other Transaction Document Loan Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither the Administrative Agent nor the Collateral Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 22 contracts
Sources: Credit Agreement (Playtika Holding Corp.), Credit Agreement (Aspen Insurance Holdings LTD), Incremental Assumption Agreement and Second Amendment to Credit Agreement (Playtika Holding Corp.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 21 contracts
Sources: Loan and Servicing Agreement (SLR Investment Corp.), Loan and Servicing Agreement (SLR Investment Corp.), Ninth Amendment to the Loan and Servicing Agreement (SLR Senior Investment Corp.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other the applicable Transaction Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 18 contracts
Sources: Credit and Security Agreement (Millerknoll, Inc.), Receivables Purchase Agreement (RPM International Inc/De/), Receivables Purchase Agreement (Pool Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by Section 11.03.
Appears in 17 contracts
Sources: Credit Agreement (Nutraceutical International Corp), Credit Agreement (Nutraceutical International Corp), Credit Agreement (About, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible to the Lenders for the negligence or misconduct of any agent or attorney attorney-in-fact selected by the Administrative Agent in fact that it selects with reasonable caregood faith after due inquiry.
Appears in 15 contracts
Sources: Credit Agreement (Metlife Inc), Credit Agreement (Metlife Inc), Five Year Credit Agreement (Metlife Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and each other Transaction Facility Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 15 contracts
Sources: Amended and Restated Revolving Credit and Security Agreement (Lendbuzz Inc.), Revolving Credit Agreement (BILL Holdings, Inc.), Revolving Credit and Security Agreement (Sezzle Inc.)
Delegation of Duties. The Administrative Agent and each Managing Agent may each execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither the Administrative Agent nor any Managing Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 14 contracts
Sources: Receivables Loan Agreement, Sale and Contribution Agreement, Servicing Agreement, Custody Agreement (Hilton Grand Vacations Inc.), Receivables Loan Agreement, Sale and Contribution Agreement, Master Transfer Agreement, Custody Agreement (Hilton Grand Vacations Inc.), Loan and Servicing Agreement (Newell Brands Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and the other Transaction Document Credit Documents by or through agents, sub-agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents, sub-agents or attorney attorneys-in-fact selected by it in fact that it selects with reasonable carethe absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).
Appears in 14 contracts
Sources: Credit Agreement (Denbury Inc), Senior Secured Super Priority Debtor in Possession Credit Agreement (Denbury Resources Inc), Credit Agreement (California Resources Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 12 contracts
Sources: Credit Agreement (Venoco, Inc.), Credit Agreement (Exploration Co of Delaware Inc), Term Loan Agreement (Venoco, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agentsagents (including the Collateral Agent), employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Neither the Administrative Agent nor Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 12 contracts
Sources: Credit Agreement (PostRock Energy Corp), Credit Agreement (PostRock Energy Corp), Credit Agreement (PostRock Energy Corp)
Delegation of Duties. The Each of the Administrative Agent and the Collateral Agent may execute any of its their duties under this Agreement or any and the other Transaction Document Loan Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The None of the Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects with reasonable care.
Appears in 11 contracts
Sources: Credit Agreement (Micron Technology Inc), Credit Agreement (Calpine Corp), Credit Agreement (Micron Technology Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent Administrative Agent or attorney in attorney-in-fact that it selects with reasonable care.
Appears in 11 contracts
Sources: Transfer and Administration Agreement (Arrow Electronics, Inc.), Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by Section 10.03.
Appears in 11 contracts
Sources: Credit Agreement (Amerus Group Co/Ia), Credit Agreement (Amerus Group Co/Ia), Credit Agreement (Superior National Insurance Group Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable care.
Appears in 10 contracts
Sources: Credit Agreement (Max Re Capital LTD), Letter of Credit Reimbursement Agreement (Max Re Capital LTD), Letter of Credit Reimbursement Agreement (Max Re Capital LTD)
Delegation of Duties. The Administrative Agent may execute perform any of its duties under this Agreement or any other Transaction Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Administrative Agent) and, employees or attorneys in fact subject to Sections 9.5 and 9.6, shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects with reasonable careadvice so obtained.
Appears in 10 contracts
Sources: Revolving Credit Facility (Triumph Group Inc), Credit Agreement (Triumph Group Inc), Revolving Credit Facility (Triumph Group Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 10 contracts
Sources: Credit Agreement (Inland Real Estate Corp), Letter of Credit and Term Loan Agreement (Waste Management Inc), Credit Agreement (Wells Real Estate Investment Trust Inc)
Delegation of Duties. The Administrative Agent and each Managing Agent may execute any of its duties under this Agreement or any other Transaction Related Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither the Administrative Agent nor any Managing Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable care.
Appears in 10 contracts
Sources: Receivables Funding and Administration Agreement (Td Synnex Corp), Receivables Funding and Administration Agreement (Td Synnex Corp), Receivables Funding and Administration Agreement (Td Synnex Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The exculpatory provisions of this Article shall apply to any such agents or attorneys-in-fact and shall apply to each of their respective activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects with reasonable caregood faith.
Appears in 10 contracts
Sources: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.), Class a 1 Note Purchase Agreement (Wingstop Inc.), Note Purchase Agreement (Dine Brands Global, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 9 contracts
Sources: Credit Agreement (Trammell Crow Co), Revolving Credit Agreement (Horton D R Inc /De/), Credit Agreement (Innkeepers Usa Trust/Fl)
Delegation of Duties. The Administrative Agent may execute perform any of its duties under this Agreement or any other Transaction Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Administrative Agent) and, employees or attorneys in fact subject to Sections 10.5 and 10.6, shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects with reasonable careadvice so obtained.
Appears in 9 contracts
Sources: Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable care.
Appears in 8 contracts
Sources: Term Loan Agreement (Pentair Inc), Credit Agreement (Pentair Inc), Bridge Credit Agreement (Pentair Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel (who may be counsel for the Transferor or the Collection Agent), independent public accountants and other experts selected by it concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects with reasonable care.
Appears in 8 contracts
Sources: Receivables Transfer Agreement (Trimas Corp), Receivables Transfer Agreement (Trimas Corp), Receivables Transfer Agreement (Tyson Foods Inc)
Delegation of Duties. The Administrative Agent may execute any of its respective duties under this Agreement or any other Transaction Document the Loan Documents by or through agents, employees agents or attorneys in fact selected by it using reasonable care, and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 8 contracts
Sources: Credit Agreement (Gci Inc), Credit Agreement (Western Wireless Corp), Loan Agreement (Cellnet Data Systems Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and each other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 8 contracts
Sources: Receivables Purchase Agreement (Energizer Holdings Inc), Receivables Purchase Agreement (CMS Energy Corp), Receivables Purchase Agreement (Beckman Coulter Inc)
Delegation of Duties. The Administrative Agent and the Collateral Agent may execute any of its duties hereunder or under this Agreement or any the other Transaction Document Loan Documents by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects with reasonable carethe absence of gross negligence or willful misconduct.
Appears in 7 contracts
Sources: Credit Agreement (Verifone Systems, Inc.), Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Telesat Holdings Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of or any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 7 contracts
Sources: Credit Agreement (Fred Meyer Inc), Loan Agreement (Fred Meyer Inc), 364 Day Credit Agreement (Fred Meyer Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in fact that attorneys in‑fact selected by it selects with reasonable care.
Appears in 7 contracts
Sources: Three Year Credit Agreement (International Business Machines Corp), Five Year Credit Agreement (International Business Machines Corp), Five Year Credit Agreement (International Business Machines Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees sub-agents or attorneys in fact attorneys-in-fact, and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 7 contracts
Sources: Term Loan Agreement (Cooper Companies Inc), Term Loan Agreement (Cooper Companies Inc), Credit Agreement (Cooper Companies Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document Loan Paper by or through agents, sub-agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 6 contracts
Sources: Credit Agreement (Laredo Petroleum, Inc.), Credit Agreement (Laredo Petroleum, Inc.), Credit Agreement (Laredo Petroleum, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction.
Appears in 6 contracts
Sources: Credit and Security Agreement (Bel Fuse Inc /Nj), Credit and Security Agreement (Bel Fuse Inc /Nj), Credit Agreement (Bel Fuse Inc /Nj)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The exculpatory provisions of this Article shall apply to any such agents or attorneys-in-fact and shall apply to their respective activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects with reasonable caregood faith.
Appears in 6 contracts
Sources: Class a 1 Note Purchase Agreement (Vale Merger Sub, Inc.), Note Purchase Agreement (Yum Brands Inc), Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The exculpatory provisions of this Article shall apply to any such agents or attorneys-in-fact and shall apply to their respective activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct actions of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects with reasonable caregood faith.
Appears in 6 contracts
Sources: Class a 1 Note Purchase Agreement (Dominos Pizza Inc), Class a 1 Note Purchase Agreement (Jack in the Box Inc), Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
Delegation of Duties. The Administrative Agent may execute perform any of its duties under this Agreement or any other Transaction Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Administrative Agent) and, employees or attorneys in fact subject to Sections 10.5 [Reimbursement of Administrative Agent by Borrower, Etc.] and 10.6, shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects with reasonable careadvice so obtained.
Appears in 6 contracts
Sources: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Inc), Credit Agreement (KI Holdings Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document Financing Agreement by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel legal counsel, independent public accountants, and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 6 contracts
Sources: Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 6 contracts
Sources: Credit Agreement (Primoris Services Corp), Credit Agreement (Primoris Services Corp), Loan and Security Agreement (Westmoreland Resource Partners, LP)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects with reasonable care.
Appears in 6 contracts
Sources: Credit Agreement (Domtar CORP), Term Loan Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by Section 10.3.
Appears in 6 contracts
Sources: Credit Agreement (DPL Inc), Term Loan Agreement (American Dental Partners Inc), Credit Agreement (Dayton Power & Light Co)
Delegation of Duties. The Administrative Agent and each Facility Agent may each execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither the Administrative Agent nor any Facility Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 6 contracts
Sources: Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, sub-agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence, bad faith, or willful misconduct.
Appears in 5 contracts
Sources: Third Amended and Restated Credit Agreement (HF Sinclair Corp), Credit Agreement (Holly Energy Partners Lp), Credit Agreement (Holly Energy Partners Lp)
Delegation of Duties. The Administrative Agent and the Managing Agents may execute any of its their respective duties under this Agreement or any and each other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither the Administrative Agent nor any Managing Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 5 contracts
Sources: Receivables Purchase Agreement (LKQ Corp), Intercreditor Agreement (Consumers Energy Co), Intercreditor Agreement (Consumers Energy Co)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document Loan Paper by or through agents, sub-agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 5 contracts
Sources: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Brigham Minerals, Inc.), Credit Agreement (Brigham Minerals, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document Financing Agreement by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of legal counsel and other consultants, independent public accountants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 5 contracts
Sources: Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and the other Transaction Document Documents by or through agentsits subsidiaries, employees affiliates, agents or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in fact that attorneys‑in‑fact selected by it selects with reasonable care.
Appears in 5 contracts
Sources: Amendment No. 6 (HMS Income Fund, Inc.), Amendment No. 5 (HMS Income Fund, Inc.), Amendment No. 3 (HMS Income Fund, Inc.)
Delegation of Duties. The Administrative Agent and the Collateral Agent may execute any of its their respective duties under this Agreement or any and the other Transaction Document Loan Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Each of the Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects with reasonable care.
Appears in 5 contracts
Sources: Credit Agreement (21st Century Oncology Holdings, Inc.), Credit Agreement (Radiation Therapy Services Holdings, Inc.), Credit Agreement (Radiation Therapy Services Holdings, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The exculpatory provisions of this Article shall apply to any such agents or attorneys-in-fact and shall apply to their respective activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence negligence, bad faith or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects with reasonable caregood faith.
Appears in 5 contracts
Sources: Note Purchase Agreement (Planet Fitness, Inc.), Note Purchase Agreement (Jack in the Box Inc /New/), Class a 1 Note Purchase Agreement (Wendy's Co)
Delegation of Duties. The Agent and the Administrative Agent may execute any of its duties under this Agreement or any of the other Transaction Document Related Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither the Agent nor the Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 5 contracts
Sources: Class a Certificate Purchase Agreement (Federated Department Stores Inc /De/), Class B Certificate Purchase Agreement (Federated Department Stores Inc /De/), Class B Certificate Purchase Agreement (Federated Department Stores Inc /De/)
Delegation of Duties. (a) The Administrative Agent may execute any of its duties under this Agreement, the Collateral Agency Agreement or any other Transaction Financing Document by or through agents, employees or attorneys in fact and attorneys-in-fact.
(b) The Administrative Agent shall be entitled to advice of counsel concerning all matters pertaining to such its duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 4 contracts
Sources: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement or any and the other Transaction Document Loan Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither the Administrative Agent nor the Collateral Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects with reasonable care.
Appears in 4 contracts
Sources: Credit Agreement (Aspen Insurance Holdings LTD), Credit Agreement (Aspen Insurance Holdings LTD), 364 Day Credit Agreement (Aspen Insurance Holdings LTD)
Delegation of Duties. The Managing Facility Agent and each Administrative Agent may execute any of its duties under this Agreement or any and the other Transaction Document Purchase Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Managing Facility Agent and each Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 4 contracts
Sources: Purchase and Sale Agreement (Raytheon Co/), Purchase and Sale Agreement (Raytheon Co/), Purchase and Sale Agreement (Raytheon Co/)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document Loan Paper by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 4 contracts
Sources: Credit Agreement (Northland Cable Properties Six LTD Partnership), Credit Agreement (Northland Cable Television Inc), Credit Agreement (Northland Cable Properties Six LTD Partnership)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct on the part of Administrative Agent.
Appears in 4 contracts
Sources: Credit Agreement (American Standard Energy Corp.), Credit Agreement (Voyager Oil & Gas, Inc.), Credit Agreement (American Standard Energy Corp.)
Delegation of Duties. The Each of the Administrative Agent and the Collateral Agent may execute any of its duties under this Agreement or any and the other Transaction Document Loan Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Neither Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in fact that selected by it selects with reasonable care. The exculpatory provisions of this Agreement and of the other Loan Documents shall apply to any such agent or attorney-in-fact and to their Related Parties (as defined below).
Appears in 4 contracts
Sources: Credit Agreement (Teradyne, Inc), Credit Agreement (Lear Corp), Credit Agreement (Lear Corp)
Delegation of Duties. The Administrative Agent and the Managing Agents may execute any of its their respective duties under this Agreement or any and each other Transaction Document by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither the Administrative Agent nor any Managing Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected and maintained by it selects with reasonable care.
Appears in 4 contracts
Sources: Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Participation Agreement or any and the other Transaction Document Operative Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 4 contracts
Sources: Participation Agreement (Regeneron Pharmaceuticals, Inc.), Participation Agreement (Regeneron Pharmaceuticals, Inc.), Participation Agreement (Regeneron Pharmaceuticals Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties hereunder or under this Agreement or any the other Transaction Document Credit Documents by or through agents, employees Administrative Agents or attorneys in attorneys-in- fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 4 contracts
Sources: Credit Agreement (Amerisource Distribution Corp), Credit Agreement (Amerisource Distribution Corp), Liquidity Facility Credit Agreement (Amerisource Distribution Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 4 contracts
Sources: 364 Day Revolving Credit Agreement (Alltel Corp), 364 Day Revolving Credit Agreement (Alltel Corp), Five Year Revolving Credit Agreement (Alltel Corp)
Delegation of Duties. The Administrative Agent and the Syndication Agent may execute any of its their duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 4 contracts
Sources: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Finance Inc)
Delegation of Duties. The Administrative Agent may execute any of its -------------------- duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 4 contracts
Sources: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other each Transaction Document to which it is a party by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 4 contracts
Sources: First Amendment to Fifth Amended and Restated Credit and Security Agreement (Smithfield Foods Inc), Master Receivables Purchase Agreement (Smithfield Foods Inc), Master Receivables Purchase Agreement (Smithfield Foods Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other of the Transaction Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 3 contracts
Sources: Loan and Security Agreement (Carvana Co.), Loan and Security Agreement (Carvana Co.), Loan and Security Agreement (DT Acceptance Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible to any Lender for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 3 contracts
Sources: Credit Agreement (Hilton Hotels Corp), Credit Agreement (Hilton Hotels Corp), Credit Agreement (Delphi Financial Group Inc/De)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and each other Transaction Facility Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (Compass, Inc.), Revolving Credit and Security Agreement (Compass, Inc.), Revolving Credit and Security Agreement (Compass, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact attorney‑in‑fact that it selects with reasonable carein the absence of gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction.
Appears in 3 contracts
Sources: Credit Agreement (Universal Logistics Holdings, Inc.), Credit and Security Agreement (Universal Logistics Holdings, Inc.), Credit and Security Agreement (Universal Logistics Holdings, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel and other consultant experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact attorney‑in‑fact that it selects with reasonable care.
Appears in 3 contracts
Sources: Term Loan Agreement (Alexander & Baldwin, Inc.), Loan Agreement (Strategic Hotels & Resorts, Inc), Loan Agreement (Acadia Realty Trust)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document Operative Agreement by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 3 contracts
Sources: Credit Agreement (Tech Data Corp), Credit Agreement (Tech Data Corp), Credit Agreement (Tech Data Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Briazz Inc), Securities Purchase Agreement (Briazz Inc), Securities Purchase Agreement (Briazz Inc)
Delegation of Duties. The Administrative Agent may execute perform any of its duties under this Agreement or any other Transaction Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Administrative Agent) and, employees or attorneys in fact subject to Sections 9.5 [Reimbursement of Administrative Agent by Borrower, Etc.] and 9.6, shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects with reasonable careadvice so obtained.
Appears in 3 contracts
Sources: Credit Agreement (Key Energy Services Inc), Revolving Credit Facility (KPMG Consulting Inc), Revolving Credit Facility (KPMG Consulting Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact (other than any Prohibited Transferee) and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Solar Capital Ltd.), Consent and Omnibus Amendment (Solar Senior Capital Ltd.), Consent and Omnibus Amendment (Solar Capital Ltd.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and the other Transaction Document Documents by or through agents, employees custodians, nominees or attorneys in attorneys-in-fact and shall be entitled to rely upon, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with, advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents, custodians, nominees or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 3 contracts
Sources: Revolving Trade Receivables Purchase Agreement (Celestica Inc), Revolving Trade Receivables Purchase Agreement (Celestica Inc), Revolving Trade Receivables Purchase Agreement (Powerwave Technologies Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under found in this Agreement or any other Transaction Document related document by or through agentsany one or more sub-agents appointed by it, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable care.
Appears in 3 contracts
Sources: Revolving Credit Line Agreement, Revolving Credit Line Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Revolving Credit Line Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Note Document by or through agents, employees or attorneys in attorneys-in- fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney- in-fact that it selects in the absence of gross negligence or willful misconduct with reasonable carerespect to such selection.
Appears in 3 contracts
Sources: Note Agreement (NewStar Financial, Inc.), Note Agreement (NewStar Financial, Inc.), Revolving Credit Facility (NewStar Financial, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and the other Transaction Document Loan Documents by or through agents, employees sub-agents or attorneys in fact attorneys-in-fact. The Administrative Agent and any such sub-agent may perform any and all duties and exercise its rights and powers by or through their respective Related Parties and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent sub- agents, attorneys in-fact or attorney in fact that their Related Parties selected by it selects with reasonable care.
Appears in 3 contracts
Sources: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 3 contracts
Sources: Credit Agreement (Universal American Financial Corp), Credit Agreement (Universal American Financial Corp), Credit Agreement (Universal American Financial Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and each other Transaction Document by or through agentsits subsidiaries, employees affiliates, agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct (other than the gross negligence or willful misconduct) of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 3 contracts
Sources: Receivables Transfer Agreement (Nalco Holding CO), Receivables Transfer Agreement (Nalco Finance Holdings LLC), Receivables Transfer Agreement (Nalco Global Holdings LLC)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the other Credit Documents. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 3 contracts
Sources: Term Loan Agreement (Hines Real Estate Investment Trust Inc), Credit Agreement (Hines Real Estate Investment Trust Inc), Term Loan Agreement (Hines Real Estate Investment Trust Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties hereunder or under this Agreement or any the other Transaction Document Loan Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel legal counsel, accountants, and other professionals selected by Administrative Agent concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care, nor shall it be liable for any action taken or suffered in good faith by it in accordance with the advice of such Persons.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Municipal Mortgage & Equity LLC), Revolving Credit Agreement (Amb Property Corp), Revolving Credit Agreement (Amb Property Lp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by section 12.3.
Appears in 3 contracts
Sources: Credit Agreement (Calgon Carbon Corporation), Credit Agreement (Calgon Carbon Corporation), Credit Agreement (Calgon Carbon Corporation)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.), Loan and Servicing Agreement (BlackRock TCP Capital Corp.), Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Participation Agreement or any and the other Transaction Document Operative Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent its agents or attorney in attorneys-in-fact that selected by it selects with reasonable care.
Appears in 3 contracts
Sources: Participation Agreement (Adobe Systems Inc), Participation Agreement (Adobe Systems Inc), Participation Agreement (Wabash National Corp /De)
Delegation of Duties. The Administrative Agent may execute perform any of its duties under this Agreement or any other Transaction Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Administrative Agent) subject to Sections 9.5 [Reimbursement of Administrative Agent by Loan Parties, employees or attorneys in fact Etc.] and 9.6 [Exculpatory Provisions, Etc.], shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects with reasonable careadvice so obtained.
Appears in 3 contracts
Sources: Revolving Credit Facility (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Mattel Inc /De/), Receivables Purchase Agreement (Mattel Inc /De/)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects with reasonable carethe absence of the Administrative Agent's gross negligence or willful misconduct.
Appears in 2 contracts
Sources: Credit Agreement (Chevron Phillips Chemical Co LLC), 364 Day Credit Agreement (Chevron Phillips Chemical Co LLC)
Delegation of Duties. The Administrative Agent and Syndication Agent each may execute any of its duties under this Agreement or any other Transaction Credit Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent and Syndication Agent each shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by Section 11.03.
Appears in 2 contracts
Sources: Credit Agreement (Pueblo Xtra International Inc), Credit Agreement (Pueblo Xtra International Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any and each other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable due care.
Appears in 2 contracts
Sources: Loan Agreement (SmileDirectClub, Inc.), Loan and Security Agreement (SmileDirectClub, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carethey select in the absence of gross negligence or willful misconduct.
Appears in 2 contracts
Sources: Bridge Loan Agreement (NTK Holdings, Inc.), Bridge Loan Agreement (NTK Holdings, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its duties hereunder or under this Agreement or any the other Transaction Document Loan Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel legal counsel, accountants, and other professionals selected by the Administrative Agent concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care, nor shall it be liable for any action taken or suffered in good faith by it in accordance with the advice of such Persons.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Stonepeak-Plus Infrastructure Fund LP), Revolving Credit Agreement (Brightwood Capital Corp I)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement hereunder or any other Transaction Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of legal counsel and other consultants, independent public accountants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct as finally determined in a non-appealable judicial proceeding.
Appears in 2 contracts
Sources: Term Loan Agreement (Sonida Senior Living, Inc.), Credit Agreement (Protech Home Medical Corp.)
Delegation of Duties. The Each Administrative Agent may execute any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees sub-agents or attorneys in fact attorneys-in-fact, and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Neither of the Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents, sub-agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by Section 9.03.
Appears in 2 contracts
Sources: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable care, except as otherwise provided in Section 9.3 of the Credit Agreement or Section 13 hereof.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.), Collateral Agreement (Stratus Technologies International Sarl)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 2 contracts
Sources: Credit Agreement (TFM Sa De Cv), Credit Agreement (TFM Sa De Cv)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document Financing Agreement by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of legal counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 2 contracts
Sources: Loan and Security Agreement (ExamWorks Group, Inc.), Loan and Security Agreement (ExamWorks Group, Inc.)
Delegation of Duties. The Administrative Agent may execute any of its their respective duties under this Agreement or any and each other Transaction Document by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected and maintained by it selects with reasonable care.
Appears in 2 contracts
Sources: Omnibus Amendment (Conns Inc), Note Purchase Agreement (Conns Inc)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Financing Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.
Appears in 2 contracts
Sources: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Delegation of Duties. The Administrative Agent may execute -------------------- any of its duties under this Agreement or any other Transaction Loan Document by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such dutiesattorneys-in-fact. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare except to the extent otherwise required by Section 8.07.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (PPL Corp), Credit Agreement (PPL Corp)
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other the applicable Transaction Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects with reasonable carecare for due diligence and audit matters and attorneys selected with reasonable care for legal matters.
Appears in 2 contracts
Sources: Credit and Security Agreement (Tempur Sealy International, Inc.), Credit and Security Agreement (Tempur Sealy International, Inc.)