ADMINISTRATIVE AGENT AND LENDER. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.
ADMINISTRATIVE AGENT AND LENDER. COBANK, ACB,
ADMINISTRATIVE AGENT AND LENDER. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender By: /s/ Xxxxxx X. Xxx Xxxx Name: Xxxxxx X. Xxx Xxxx Title: Director BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President CITIBANK, N.A., as a Lender By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President ARTICLE I Definitions SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II Guarantee SECTION 2.01. Guarantee 2 SECTION 2.02. Guarantee of Payment; Continuing Guarantee 3 SECTION 2.03. No Limitations 3 SECTION 2.04. Reinstatement 4 SECTION 2.05. Agreement to Pay; Subrogation 4 SECTION 2.06. Information 5 ARTICLE III Indemnity, Subrogation, Contribution and Subordination SECTION 3.01. Indemnity and Subrogation 5 SECTION 3.02. Contribution and Subrogation 5 SECTION 3.03. Subordination 5 ARTICLE IV Miscellaneous SECTION 4.01. Notices 6 SECTION 4.02. Waivers; Amendment 6 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification 7 SECTION 4.04. Survival 7 SECTION 4.05. Counterparts; Effectiveness; Successors and Assigns 8 SECTION 4.06. Representations and Warranties; Severability 8 SECTION 4.07. Right of Set-Off 8 SECTION 4.08. Governing Law; Jurisdiction; Consent to Service of Process 9 SECTION 4.09. WAIVER OF JURY TRIAL 9 SECTION 4.10. Headings 10 SECTION 4.11. Termination or Release 10 SECTION 4.12. Additional Subsidiaries 10 GUARANTEE AGREEMENT dated as of [ ] (this “Agreement”), among XXXX CORPORATION, a Virginia corporation (the “Company”), XXXX CANADA ULC, an unlimited company amalgamated under the laws of Nova Scotia (the “Canadian Borrower” and, together with the Company, the “Borrowers”), the Subsidiaries from time to time party hereto as Guarantors and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”). Reference is made to the Credit Agreement dated as of June 24, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Lenders and the Issuing Banks from time to time party thereto and the Administrative Agent. The Lenders and Issuing Banks have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth in the Credit Agreement. The Guarantors are Affiliates of the Borrowers and will derive su...
ADMINISTRATIVE AGENT AND LENDER. XXXXX FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to Wachovia Bank, National Association, as Administrative Agent and a Lender
ADMINISTRATIVE AGENT AND LENDER. Authorization This Forbearance Agreement and Amendment has been duly authorized, executed and delivered by the Administrative Agent and each of the undersigned Lenders and constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing. The undersigned Lenders constitute the Required Lenders and Required Revolving Credit Lenders under the Credit Agreement.
ADMINISTRATIVE AGENT AND LENDER. 9.1. Subject to the terms and conditions of this Article IX, each of the Lenders hereby appoints and authorizes Administrative Agent to enter into each of the Loan Documents to which it is a party for the benefit of the Lenders (other than this Agreement) on its behalf and to take such actions and exercise the powers of the Lenders under the Loan Documents as are delegated to Administrative Agent by the terms of this Article IX, together with all such powers as are reasonably incidental thereto. Administrative Agent shall at all times act in accordance with the Accepted Servicing Practices (as hereinafter defined). Subject to the terms of this Article IX and to the terms of the Loan Documents, Administrative Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the Loan Documents on behalf of the Lenders. The provisions of this Article IX are solely for the benefit of Administrative Agent and the Lenders and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower or any other Person. Administrative Agent may perform any of its duties hereunder, or under the Loan Documents, by or through its agents or employees.
9.2. Administrative Agent shall have the same rights and powers under the Loan Documents as the Lenders and may exercise or refrain from exercising the same as though it were not Administrative Agent subject to direction of the Lenders, and Administrative Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with Borrower or an Affiliate thereof as if it were not Administrative Agent hereunder.
9.3. Subject to the standard of care set forth in Section 9.13(a), the duties of Administrative Agent shall be mechanical and administrative in nature. Neither the Administrative Agent nor the Lenders shall have by reason of this Agreement a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the Loan Documents is intended to or shall be construed to impose upon Administrative Agent any obligations in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein. It is expressly acknowledged and agre...
ADMINISTRATIVE AGENT AND LENDER. BANK OF AMERICA, N.A.,
ADMINISTRATIVE AGENT AND LENDER. UMB BANK, N.A., as a Lender and as Administrative Agent By: /s/ Xxxx XxXxxxxxx Name: Xxxx XxXxxxxxx Title: Senior Vice President Contact: UMB Bank, N.A. 0000 X. Xxxxxxxxx Xx., Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxx XxXxxxxxx
ADMINISTRATIVE AGENT AND LENDER. CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
ADMINISTRATIVE AGENT AND LENDER. BANK OF MONTREAL, as Administrative Agent and a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Senior Vice President By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Portfolio Manager By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Assistant Vice President LENDER: SunTrust Bank By: /s/ Arize Agumadu Name: Arize Agumadu Title: Vice President
