Common use of Administration by the Administrative Agent Clause in Contracts

Administration by the Administrative Agent. (a) The general administration of this Credit Agreement and the other Fundamental Documents and any other documents contemplated by this Credit Agreement or any other Fundamental Document shall be by the Administrative Agent or its respective designees (including the Collateral Agent) provided, that the Tranche A Agent shall have the rights expressly set forth herein (including pursuant to Section 10.1(b) below). Except as otherwise expressly provided herein, each of the Issuing Banks and each of the Lenders hereby irrevocably authorizes the Administrative Agent and the Collateral Agent, and during the Designated Period only, with respect to matters solely relating to the Tranche A Loans, the Tranche A Agent and with respect to matters solely relating to the Adjusted Tranche A Obligations the Tranche A Collateral Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such rights and/or powers under the Fundamental Documents, any Notes hereunder and any other documents contemplated by this Credit Agreement or any other Fundamental Document as are expressly delegated by the terms hereof or thereof, as appropriate, to the Administrative Agent, the Collateral Agent, the Tranche A Agent and the Tranche A Collateral Agent (as applicable) together with all actions and all powers reasonably incidental thereto. None of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall have any duties, responsibilities or obligations except as expressly set forth in the Fundamental Documents. Without limiting the generality of the foregoing, (i) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (ii) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers contemplated by the Fundamental Documents that such Person is expressly required to exercise after being directed to do so in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.11 hereof), and (iii) except as expressly set forth in the Fundamental Documents, none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to RRI or any of its Subsidiaries that is communicated to, or obtained by, any institution serving as the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent or any of their respective affiliates in any capacity.

Appears in 1 contract

Samples: Security Agreement (Reliant Resources Inc)

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Administration by the Administrative Agent. (a) The general administration of this Credit Agreement and the other Fundamental Documents and any other documents contemplated by this Credit Agreement or any other Fundamental Document shall be by the Administrative Agent or its respective designees (including the Collateral Agent) designees; provided, that that, notwithstanding anything in this Credit Agreement to the Tranche A contrary, the Administrative Agent shall have shall, except with respect to exchanging or submitting information or notices from the rights expressly set forth herein (including pursuant Borrower to Section 10.1(b) below)the Lenders or its responsibilities under Sections 8.2 or 8.4 hereof, not act or exercise or refrain from exercising its powers or discretion hereunder or under the Fundamental Documents, the Notes or any other documents contemplated by this Credit Agreement or any other Fundamental Document except as directed by the Required Lenders in writing. Except as otherwise expressly provided herein, each of the Issuing Banks and each of the Lenders hereby irrevocably authorizes the Administrative Agent and the Collateral Agent, and during the Designated Period only, with respect to matters solely relating to the Tranche A Loans, the Tranche A Agent and with respect to matters solely relating to the Adjusted Tranche A Obligations the Tranche A Collateral Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such rights and/or powers under the Fundamental Documents, any the Notes hereunder and any other documents contemplated by this Credit Agreement or any other Fundamental Document as are expressly delegated by the terms hereof or thereof, as appropriate, to the Administrative Agent, the Collateral Agent, the Tranche A Agent and the Tranche A Collateral Agent (as applicable) together with all actions and all powers reasonably incidental thereto. None of the The Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall have any duties, no duties or responsibilities or obligations except as expressly set forth in the Fundamental Documents. Without limiting Notwithstanding the generality foregoing or anything to the contrary in any Fundamental Document, the Administrative Agent may at any time elect, prior to performing any action (or inaction) requiring the exercise of its discretion or making any determination requiring such determination, to notify the Lenders of the foregoing, (i) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent relevant issue and forbear from taking any such action or the Tranche A Collateral Agent shall be subject to making any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (ii) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent such determination until it shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers contemplated by the Fundamental Documents that such Person is expressly required to exercise after being directed been instructed to do so in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.11 hereof), and (iii) except as expressly set forth in the Fundamental Documents, none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to RRI or any of its Subsidiaries that is communicated to, or obtained by, any institution serving as the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent or any of their respective affiliates in any capacityLenders.

Appears in 1 contract

Samples: Credit Agreement (RHI Entertainment, Inc.)

Administration by the Administrative Agent. (a) The general administration of this Credit Agreement and the other Fundamental Loan Documents and any other documents contemplated by this Credit Agreement or any other Fundamental Loan Document shall be by the Administrative Agent or its respective designees (including the Collateral Agent) provided, that the Tranche A Agent shall have the rights expressly set forth herein (including pursuant to Section 10.1(b) below)designees. Except as otherwise expressly provided herein, each of the Issuing Banks and each of the New Term Lenders hereby irrevocably authorizes the Administrative Agent and the Collateral Agent, and during the Designated Period only, with respect to matters solely relating to the Tranche A Loans, the Tranche A Agent and with respect to matters solely relating to the Adjusted Tranche A Obligations the Tranche A Collateral Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such rights and/or powers under the Fundamental Loan Documents, any the New Term Notes hereunder and any other documents contemplated by this Credit Agreement or any other Fundamental Loan Document as are expressly delegated by the terms hereof or thereof, as appropriate, to the Administrative Agent, the Collateral Agent, the Tranche A Agent and the Tranche A Collateral Agent (as applicable) together with all actions and all powers reasonably incidental thereto. None of the The Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall have any no duties, responsibilities or obligations except as expressly set forth in the Fundamental Loan Documents. Without limiting the generality of the foregoing, (i) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (ii) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers contemplated by the Fundamental Documents that such Person is expressly required to exercise after being directed to do so in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.11 hereof), and (iii) except as expressly set forth in the Fundamental Loan Documents, none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to RRI the Borrower or any of its respective Subsidiaries that is communicated to, or obtained by, any institution serving as the an Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent or any of their respective affiliates its Affiliates in any capacity.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Thermadyne Holdings Corp /De)

Administration by the Administrative Agent. (a) The general administration of this Credit Agreement and the other Fundamental Documents and any other documents contemplated by this Credit Agreement or any other Fundamental Document shall be by the Administrative Agent or its respective designees designees; provided, that, at any time when a single Lender constitutes the Required Lenders, notwithstanding anything in any Fundamental Document (including this Section 12.1) to the Collateral Agent) providedcontrary, that the Tranche A Administrative Agent shall have shall, except with respect to exchanging or submitting information or notices from the rights expressly set forth herein (including pursuant Borrower to the Lenders, performing the activities permitted by Section 10.1(b) below12.1(b), or its responsibilities under Sections 12.2 or 12.4 hereof, not act or exercise or refrain from exercising its powers or discretion hereunder or under the Fundamental Documents, the Notes or any other documents contemplated by this Credit Agreement or any other Fundamental Document except as directed by the Required Lenders in writing. Except as otherwise expressly provided herein, each of the Issuing Banks and each of the Lenders hereby 101 irrevocably authorizes the Administrative Agent and the Collateral Agent, and during the Designated Period only, with respect to matters solely relating to the Tranche A Loans, the Tranche A Agent and with respect to matters solely relating to the Adjusted Tranche A Obligations the Tranche A Collateral Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such rights and/or powers under the Fundamental Documents, any the Notes hereunder and any other documents contemplated by this Credit Agreement or any other Fundamental Document as are expressly delegated by the terms hereof or thereof, as appropriate, to the Administrative Agent, the Collateral Agent, the Tranche A Agent and the Tranche A Collateral Agent (as applicable) together with all actions and all powers reasonably incidental thereto. None of the The Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall have any duties, no duties or responsibilities or obligations except as expressly set forth in the Fundamental Documents. Without limiting Notwithstanding the generality foregoing or anything to the contrary in any Fundamental Document (including this Section 12.1), the Administrative Agent may at any time elect, prior to performing any action (or inaction) requiring the exercise of its discretion or making any determination requiring such determination, to notify the Lenders of the foregoing, (i) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent relevant issue and forbear from taking any such action or the Tranche A Collateral Agent shall be subject to making any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (ii) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent such determination until it shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers contemplated by the Fundamental Documents that such Person is expressly required to exercise after being directed been instructed to do so in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.11 hereof), and (iii) except as expressly set forth in the Fundamental Documents, none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to RRI or any of its Subsidiaries that is communicated to, or obtained by, any institution serving as the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent or any of their respective affiliates in any capacity.Lenders;

Appears in 1 contract

Samples: Credit, Security, Guaranty and Pledge Agreement (RHI Entertainment, Inc.)

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Administration by the Administrative Agent. (a) The general administration of this Credit Agreement and the other Fundamental Loan Documents and any other documents contemplated by this Credit Agreement or any other Fundamental Loan Document shall be by the Administrative Agent or its respective designees (including the Collateral Agent) provided, that the Tranche A Agent shall have the rights expressly set forth herein (including pursuant to Section 10.1(b) below)designees. Except as otherwise expressly provided herein, each of the Issuing Banks and each of the Lenders hereby irrevocably authorizes the Administrative Agent and the Collateral Agent, and during the Designated Period only, with respect to matters solely relating to the Tranche A Loans, the Tranche A Agent and with respect to matters solely relating to the Adjusted Tranche A Obligations the Tranche A Collateral Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such rights and/or powers under the Fundamental Loan Documents, any Notes hereunder and any other documents contemplated by this Credit Agreement or any other Fundamental Loan Document as are expressly delegated by the terms hereof or thereof, as appropriate, to the Administrative Agent, the Collateral Agent, the Tranche A Agent and the Tranche A Collateral Agent (as applicable) together with all actions and all powers reasonably incidental thereto. None of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent Agents shall have any duties, responsibilities or obligations except as expressly set forth in the Fundamental Loan Documents. Without limiting the generality of the foregoing, (i) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (ii) none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers contemplated by the Fundamental Loan Documents that such Person an Agent is expressly required to exercise after being directed to do so in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.11 hereof), and (iii) except as expressly set forth in the Fundamental Loan Documents, none of the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral Agent Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to RRI Holdings, the Borrower or any of its their respective Subsidiaries that is communicated to, or obtained by, any institution serving as the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent or the Tranche A Collateral an Agent or any of their respective affiliates its Affiliates in any capacity.. 109

Appears in 1 contract

Samples: Intercreditor Agreement (Wiltel Communications Group Inc)

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