Common use of Appointment and Authorization Clause in Contracts

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 8 contracts

Samples: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Avantor, Inc.), Receivables Purchase Agreement (Kelly Services Inc)

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Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, JPMorgan to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of the Seller or the Servicer neither Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) JPMorgan shall also act as the “Collateral Agent” and “security trustee” under the Credit Documents, and each of the Lenders (on behalf of itself and its Affiliates, including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes JPMorgan to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, JPMorgan, as “Collateral Agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Collateral Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing Each of the Lenders (including in its functions and duties hereundercapacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or a Designated Treasury Services Agreement) hereby authorizes the Administrative Agent and/or the Collateral Agent to enter into the ABL Intercreditor Agreement, the Administrator shall act solely as the agent of the Purchasers Pari Passu Intercreditor Agreement, any Additional Junior Lien Intercreditor Agreement, any Additional Pari Passu Intercreditor Agreement and the Purchaser Agents any other intercreditor agreement or arrangement or supplement thereto permitted under this Agreement without any further consent by any Lender and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 6 contracts

Samples: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 6 contracts

Samples: Receivables Purchase Agreement, Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Alpha Natural Resources, Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Administrative Agent to take such actions action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrator hereby Administrative Agent by the terms hereof and to exercise thereof, together with such other powers as are reasonably incidental thereto. The Administrator shall holdNot in limitation of the foregoing, in its name, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of each Purchaserthe Lenders. Each Lender hereby agrees that, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly except as otherwise set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumedherein, any obligation to, or relationship of trust or agency with, action taken by the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, Requisite Lenders in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under accordance with the provisions of this Agreement or the Loan Documents, and to the exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms Requisite Lenders of this Agreement, if anythe powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Notwithstanding Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any provision Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent,” “the Administrative Agent,” “agent” and similar terms in the Loan Documents with reference to the contrary elsewhere Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this AgreementAgreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Purchaser Agent Lender shall have any duties right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into refraining from acting under this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, other Loan Documents in accordance with the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any instructions of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorRequisite Lenders, or any of their respective successors and assignswhere applicable, all the Lenders.

Appears in 6 contracts

Samples: Second Amendment to Fifth Amended and Restated Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Administrative Agent to take such actions action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrator hereby Administrative Agent by the terms hereof and to exercise thereof, together with such other powers as are reasonably incidental thereto. The Administrator shall holdNot in limitation of the foregoing, in its name, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of each Purchaserthe Lenders. Each Lender hereby agrees that, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly except as otherwise set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumedherein, any obligation to, or relationship of trust or agency with, action taken by the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, Requisite Lenders in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under accordance with the provisions of this Agreement or the Loan Documents, and to the exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms Requisite Lenders of this Agreement, if anythe powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Notwithstanding Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any provision Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent,” “Administrative Agent,” “agent” and similar terms in the Loan Documents with reference to the contrary elsewhere Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this AgreementAgreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Purchaser Agent Lender shall have any duties right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into refraining from acting under this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, other Loan Documents in accordance with the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any instructions of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorRequisite Lenders, or any of their respective successors and assignswhere applicable, all the Lenders.

Appears in 5 contracts

Samples: Loan Agreement (Equity One, Inc.), Credit Agreement (Equity One, Inc.), Loan Agreement (Equity One, Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, Association as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable lawApplicable Law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Wesco International Inc), Receivables Purchase Agreement (Wesco International Inc), Receivables Purchase Agreement (Wesco International Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, Bank of America to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of the Seller or the Servicer neither any Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Bank of America shall also act as the “Collateral Agent” and “security trustee” under the Credit Documents, and each of the Lenders (on behalf of itself and its Affiliates, including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes Bank of America to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Bank of America, as “Collateral Agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Collateral Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing its functions and duties hereunder, the Administrator shall act solely as the agent Each of the Purchasers Lenders (including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or a Designated Treasury Services Agreement) hereby authorizes the Administrative Agent and/or the Collateral Agent to enter into the ABL Intercreditor Agreement, any First Lien/Second Lien Intercreditor Agreement, any Additional Intercreditor Agreement, any Pari Passu Intercreditor Agreement and the Purchaser Agents any other intercreditor agreement or arrangement or supplement thereto permitted under this Agreement without any further consent by any Lender and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for being binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 5 contracts

Samples: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, (i) BANA as the “Administrator” hereunder U.S. Administrative Agent and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Collateral Agent for such Purchaser’s Purchaser Group on the signature pages hereto or Lender, Bank of America, N.A. (acting through its Canada Branch) as Canadian Administrative Agent for such Lender and Bank of America, N.A. (acting through its London Branch) as Dutch Administrative Agent for such Lender, (ii) Rabobank Nederland, Canadian Branch and Bank of Montreal as Co-Syndication Agents for such Lender, (iii) JPMorgan Chase Bank, N.A., as Documentation Agent for such Lender and (iv) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Rabobank Nederland, Canadian Branch and Bank of Montreal as Joint Lead Arrangers for such Lender, each to act as specified herein and in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and each authorizes such Purchaser the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyAgreement or any other Credit Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreementany other Credit Document, no Purchaser the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein. The Co-Syndication Agents, the Documentation Agent and Joint Lead Arrangers shall have no rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall not have or be deemed to have any fiduciary relationship with any Purchaser Lender or other Purchaser Agent or the Administratorparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Credit Document or otherwise exist against the Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead, such Purchaser Agentterm is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each of the Lenders (including in its capacity as a Secured Bank Product Provider) hereby further authorizes the Administrative Agent and/or the Collateral Agent to enter into the Lender Loss Sharing Agreement, the Intercreditor Agreement, any other intercreditor agreement (including those contemplated by Section 9.01(vi)) and any respective amendments thereto on behalf of such Lender. Without limiting the generality of the foregoing, each of the Lenders hereby authorizes and directs the Administrative Agent and/or the Collateral Agent to bind each Lender to the actions required by such Lender under the terms of the Lender Loss Sharing Agreement and any intercreditor agreement, including the Intercreditor Agreement. In addition, (i) each of the Lenders and each Issuing Bank hereby authorizes the Collateral Agent to act as the agent of such Lender and Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto, and (ii) to the extent required under the Requirements of Law of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent and Collateral Agent any required powers of attorney to execute any Security Document governed by the Requirements of Law of such jurisdiction on such Lender’s or Issuing Bank’s behalf. (c) Except as otherwise specifically provided in this Agreement, the The provisions of this Article V Section 11 (other than Sections 11.09 and 11.11) are solely for the benefit of the Purchaser Agents, the Administrator Lenders and the PurchasersIssuing Banks, and none of the Seller or the Servicer Borrowers shall not have any rights as a third-third party beneficiary or otherwise under of any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaserprovisions. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 4 contracts

Samples: Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, DBNY to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser AgentsAdministrative Agent, the Administrator Issuing Banks and the PurchasersLenders, and none of neither the Seller or the Servicer Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) DBNY shall also act as the “Collateral Agent” and “security trustee” under the Credit Documents, and each of the Lenders (on behalf of itself and its Affiliates, including in its capacity as a potential Guaranteed Creditor under a Designated Hedging Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes DBNY to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, DBNY, as “Collateral Agent” or “security trustee” and any co-agents, sub‑agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Collateral Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing its functions and duties hereunder, the Administrator shall act solely as the agent Each of the Purchasers Lenders (including in its capacity as a potential Guaranteed Creditor under a Designated Hedging Agreement or a Designated Treasury Services Agreement) hereby authorizes the Administrative Agent and/or the Collateral Agent to enter into any First Lien/Second Lien Intercreditor Agreement, any Pari Passu Intercreditor Agreement and the Purchaser Agents any other intercreditor agreement or arrangement or supplement thereto permitted under this Agreement without any further consent by any Lender and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for being binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 4 contracts

Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, DBNY to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser AgentsAdministrative Agent, the Administrator Issuing Banks and the PurchasersLenders, and none of neither the Seller or the Servicer Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) DBNY shall also act as the “Collateral Agent” and “security trustee” under the Credit Documents, and each of the Lenders (on behalf of itself and its Affiliates, including in its capacity as a potential Guaranteed Creditor under a Designated Hedging Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes DBNY to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, DBNY, as “Collateral Agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Collateral Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing its functions and duties hereunder, the Administrator shall act solely as the agent Each of the Purchasers Lenders (including in its capacity as a potential Guaranteed Creditor under a Designated Hedging Agreement or a Designated Treasury Services Agreement) hereby authorizes the Administrative Agent and/or the Collateral Agent to enter into any First Lien/Second Lien Intercreditor Agreement, any Pari Passu Intercreditor Agreement and the Purchaser Agents any other intercreditor agreement or arrangement or supplement thereto permitted under this Agreement without any further consent by any Lender and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for being binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 4 contracts

Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Appointment and Authorization. (a) Each Purchaser Lender and Purchaser Group Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser Lender or Purchaser Group Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller any Borrower or any Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser Lender hereby irrevocably designates and appoints the respective institution identified as the Purchaser Group Agent for such PurchaserLender’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser Lender becomes a party hereto, and each authorizes such Purchaser Group Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Group Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Group Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser Lender or other Purchaser Group Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Group Agent shall be read into this Agreement or otherwise exist against such Purchaser Group Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Group Agents, the Administrator and the PurchasersLenders, and none of the Seller Borrowers or the Servicer Servicers shall have any rights as a third-party third‑party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V (including, for the avoidance of doubt, Sections 5.2, 5.3 and 5.4) shall not affect any obligations or liability which any Purchaser Group Agent, the Administrator or any Purchaser Lender may have to the Seller any Borrower or the applicable Servicer under the other provisions of this Agreement. Furthermore, no Purchaser Lender shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Group Agent which is not the Purchaser Group Agent for such PurchaserLender. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers Lenders and the Purchaser Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller any Borrower or the any Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Group Agent shall act solely as the agent of its respective Purchaser Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Sellerany Borrower, the any Servicer, any other PurchaserLender, any other Purchaser Group Agent or the Administrator, or any of their respective successors and assigns.

Appears in 4 contracts

Samples: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Agent to take such actions action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrator hereby Agent by the terms hereof and to exercise thereof, together with such other powers as are reasonably incidental thereto. The Administrator shall holdNot in limitation of the foregoing, in its name, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of each Purchaserthe Lenders. Each Lender hereby agrees that, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly except as otherwise set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumedherein, any obligation to, or relationship of trust or agency with, action taken by the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, Requisite Lenders in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under accordance with the provisions of this Agreement or the Loan Documents, and to the exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms Requisite Lenders of this Agreement, if anythe powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Notwithstanding Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any provision Lender or to impose on the Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “Agent”, “agent” and similar terms in the Loan Documents with reference to the contrary elsewhere Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent shall deliver to each Lender, promptly upon receipt thereof by the Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Agent pursuant to Article IX. that the Borrower is not otherwise required to deliver directly to the Lenders. The Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this AgreementAgreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Agent otherwise. Without limiting the foregoing, no Purchaser Agent Lender shall have any duties right of action whatsoever against the Agent as a result of the Agent acting or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into refraining from acting under this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, other Loan Documents in accordance with the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any instructions of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorRequisite Lenders, or any of their respective successors and assignswhere applicable, all the Lenders.

Appears in 4 contracts

Samples: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC MUFG Bank, National AssociationLtd., as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestReceivable Interests. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V XI are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VXI, except that this Article V XI shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Cencora, Inc.), Receivables Purchase Agreement (Amerisourcebergen Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, MUFG as the “AdministratorAgent” hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestReceivable Interests. The Administrator Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, assumed or relationship of trust or agency with, with the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability or which is contrary to the provision provisions of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V XI are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VXI, except that this Article V XI shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc)

Appointment and Authorization. (ai) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestAssets. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller Seller, the Servicer or any Sub-Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable lawApplicable Law. (bii) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (ciii) Except as otherwise specifically provided in this Agreement, the provisions of this Article V Section 4.7 are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller Seller, the Servicer or the any Sub-Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VSection 4.7, except that this Article V Section 4.7 shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller Seller, the Servicer or the any Sub-Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (div) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller Seller, the Servicer or the any Sub-Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any Sub-Servicer any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser Agent and each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable lawLaw. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Targa Resources Corp.), Receivables Purchase Agreement (Targa Resources Partners LP), Receivables Purchase Agreement (Targa Resources Partners LP)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably appoints, designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take Administrative Agent as the agent of such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of Lender under this Agreement or any and the other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretoLoan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such Purchaser Agent capacity to take such action on its behalf under the provisions of this Agreement and each other Loan Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to such Purchaser the Administrative Agent by the terms of this Agreement, if anyAgreement or any such other Loan Document, together with such other powers as are reasonably incidental thereto. . (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Collateral Agent, in such capacity to take such action on its behalf under the provisions of this Agreement and each other Loan Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement or any such other Loan Document, together with such powers as are reasonably incidental thereto. (c) Each of the Lenders authorizes, respectively, each Agent to execute, deliver and perform each of the Loan Documents to which such Agent is or is intended to be a party and each Lender agrees to be bound by all of the agreements of such Agent contained in the Loan Documents. (d) Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Loan Document, no Purchaser Agent none of the Agents shall have any duties or responsibilities, responsibilities to the Lenders except those expressly set forth hereinherein and in the other Loan Documents, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Loan Document or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions Agents. Without limiting the generality of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agentthe foregoing sentence, the Administrator or any Purchaser may have use of the terms “Administrative Agent,” and “Collateral Agent,” in this Agreement with reference to the Seller Administrative Agent and the Collateral Agent is not intended to connote any fiduciary or the Servicer other implied (or express) obligations arising under the other provisions agency doctrine of this Agreementany applicable Requirement of Law. FurthermoreInstead, no Purchaser shall have any rights such terms are used merely as a third-party beneficiary matter of market custom, and are intended to create or otherwise under any of the provisions hereof in respect of reflect only a Purchaser Agent which is not the Purchaser Agent for such Purchaserrelationship between independent contracting parties. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 3 contracts

Samples: Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, JPMCB to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of neither the Seller or the Servicer Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. (b) The Administrative Agent shall also act as the “Collateral Agent” and “security trustee” under the Credit Documents, and each of the Lenders (on behalf of itself and its Affiliates, including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing its functions The Lenders hereby authorize the Administrative Agent to enter into the Intercreditor Agreements, any Additional Intercreditor Agreement, any Pari Passu Intercreditor Agreement and duties hereunder, the Administrator shall act solely as the agent of the Purchasers any other intercreditor agreement or arrangement or supplement thereto permitted under this Agreement without any further consent by any Lender and the Purchaser Agents and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for being binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Worthington Industries Inc), Receivables Purchase Agreement (Bearingpoint Inc), Receivables Purchase Agreement (Worthington Industries Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Bank hereby irrevocably designates appoints and appoints PNC authorizes National City Bank, National Association, as the “Administrator” Administrative Agent hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall holdcollateral agent, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to such Purchaser it as Administrative Agent by the terms of this Agreement, if anyhereof or thereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision The relationship between the Administrative Agent and each Bank has no fiduciary aspects, and the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the contrary elsewhere exercise of discretion on its part. Nothing in this Agreement, no Purchaser Agreement or any Loan Document shall be construed to impose on the Administrative Agent shall have any duties or responsibilities, except responsibilities other than those expressly set forth herein, for which express provision is made herein or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreementtherein. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its duties and functions and duties hereunderunder this Article 10, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and Administrative Agent does not assume nor and shall not be deemed to have assumed assumed, and hereby expressly disclaims, any obligation or relationship of trust or agency with or for the Seller or the Servicer any Borrower. As to matters not expressly provided for in this Agreement or any of their successors and assigns. In performing its functions and duties hereunderLoan Document, each Purchaser the Administrative Agent shall act solely as the agent of its respective Purchaser and does not assume nor be required to exercise any discretion or to take any action or communicate any notice, but shall be deemed to have assumed any obligation fully protected in so acting or relationship refraining from acting upon the instructions of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of Required Banks and their respective successors and assigns; provided, however, that in no event shall the Administrative Agent be required to take any action which exposes it to individual liability or which is contrary to this Agreement, any Loan Document or applicable law, and the Administrative Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Administrative Agent for any purpose shall, in its reasonable opinion, be insufficient or become impaired, the Administrative Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished.

Appears in 3 contracts

Samples: Credit Agreement (Eplus Inc), Credit Agreement (Eplus Inc), Credit Agreement (Eplus Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Administrative Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as the Administrative Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to the Administrator hereby and to exercise Administrative Agent by the terms thereof, together with all such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for Subject to the benefit terms of each Purchaser, ratablySection 11.5 and to the terms of the other Financing Documents, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser AgentAdministrative Agent and the Lead Lenders are authorized and empowered to amend, and no implied obligations or liabilities shall be read into this Agreementmodify, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, waive any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision provisions of this Agreement or any the other Transaction Document Financing Documents on behalf of the Lenders. Other than to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly extent set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this AgreementSection 10.12, the provisions of this Article V 10 are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the Purchasers, Lenders and none of neither the Seller or the Servicer Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreementhereof. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunderunder this Agreement, the Administrator Administrative Agent shall act solely as the a non-fiduciary agent of the Purchasers and the Purchaser Agents Lenders and does not assume nor and shall not be deemed to have assumed any obligation toward or relationship of agency, fiduciary or trust or agency with or for the Seller or Lenders, the Servicer Borrower or any other Credit Party. Subject to the provisions of their successors this Article 10, including but not limited to Section 10.5 and assignsSection 10.7, the Administrative Agent hereby agrees to act on the instructions of the Lead Lenders, the Required Lenders or all the Lenders, as the context requires herein and the other Financing Documents, and/or upon the express conditions contained herein and the other Financing Documents, as applicable. In performing The Administrative Agent may perform any of its functions and duties hereunder, each Purchaser or under the Financing Documents, by or through its own agents or employees. The Administrative Agent is authorized to appoint co-agents or sub-agents to act for it in connection with any right or power under the Financing Documents as are delegated to the Administrative Agent by the terms thereof in respect of any jurisdiction or any Collateral, and all provision hereof benefiting the Administrative Agent shall act solely as the agent of its respective Purchaser benefit such co-agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Sellersub-agents, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsincluding provisions regarding indemnification.

Appears in 3 contracts

Samples: Credit Agreement (Warren Resources Inc), Restructuring Support Agreement (Warren Resources Inc), Restructuring Support Agreement (Warren Resources Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Bank hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to such Purchaser the Agent by the terms of this Agreement, if anyhereof or thereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the contrary elsewhere exercise of discretion on its part. Nothing in this Agreement, no Purchaser Agreement or any Loan Document shall be construed to impose on the Agent shall have any duties or responsibilities, except responsibilities other than those expressly set forth herein, for which express provision is made herein or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreementtherein. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its duties and functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and Agent does not assume nor and shall not be deemed to have assumed assumed, and hereby expressly disclaims, any obligation or relationship of trust or agency with or for the Seller or the Servicer Borrowers. As to matters not expressly provided for in this Agreement or any of their successors and assigns. In performing its functions and duties hereunderLoan Document, each Purchaser the Agent shall act solely as the agent of its respective Purchaser and does not assume nor be required to exercise any discretion or to take any action or communicate any notice, but shall be deemed to have assumed any obligation fully protected in so acting or relationship refraining from acting upon the instructions of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of Required Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Loan Document or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished.

Appears in 3 contracts

Samples: Credit Agreement (West Co Inc), Loan and Agency Agreement (Intermagnetics General Corp), Loan and Agency Agreement (Intermagnetics General Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Agent to take such actions action as contractual representative on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the Administrator hereby and to exercise terms thereof, together with all such other powers as are reasonably incidental thereto. The Administrator Borrower shall hold, in its name, be entitled to rely conclusively upon a written notice or written response from Agent as being made pursuant to the requisite concurrence or consent of Lenders necessary to take such action without investigation or otherwise contacting Lenders hereunder. Nothing herein shall be construed to deem Agent a trustee for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any Lender nor to impose on Agent duties or obligations other than those expressly set forth herein or any provided for herein. Not in limitation of the foregoing, each Lender agrees Agent has no fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into to such Lender under this Agreement, any other Loan Document or otherwise existotherwise. At the request of a Lender, against Agent will forward to each Lender copies or, where appropriate, originals of the Administratordocuments delivered to Agent pursuant to Section 5.1. The Administrator does Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to Agent by Borrower pursuant to this Agreement or any other Loan Document not assume, nor shall it be deemed already delivered to have assumed, any obligation to, or relationship of trust or agency with, such Lender pursuant to the Seller or Servicer. Notwithstanding any provision terms of this Agreement or any such other Transaction Document Loan Document. As to any matters not expressly provided for by the contraryLoan Documents (including, without limitation, enforcement or collection of the Notes), Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in no event so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall the Administrator ever be binding upon all Lenders and all holders of Notes; provided, however, that Agent shall not be required to take any action which exposes the Administrator Agent to personal liability or which is contrary to the provision of this Agreement or any Transaction other Loan Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints Applicable Law. Not in limitation of the respective institution identified as foregoing, Agent shall not exercise any right or remedy it or Lenders may have under any Loan Document upon the Purchaser Agent for such Purchaser’s Purchaser Group on occurrence of a Default or an Event of Default unless the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Supermajority Lenders have so directed Agent to take exercise such right or remedy. Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless Agent has actual knowledge of such Default or Event of Default. In the event that Agent has actual knowledge of the occurrence of a Default or Event of Default, Agent shall give prompt notice thereof to Lenders. Each Lender authorizes and directs Agent to enter into the Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action on its behalf under taken by the Majority Lenders or the Supermajority Lenders, as applicable, in accordance with the provisions of this Agreement or the Loan Documents, and to the exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms Majority Lenders or the Supermajority Lenders, as applicable, of this Agreement, if anythe powers set forth herein or therein, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agentauthorized and binding upon all of Lenders. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 3 contracts

Samples: Credit Agreement (Security Capital Group Inc/), Term Loan Agreement (Security Capital Group Inc/), Credit Agreement (Security Capital Group Inc/)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, Bank of America to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of the Seller or the Servicer neither any Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” and “security trustee” under the Credit Documents, and each of the Lenders (including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing The Administrative Agent shall also act as the “collateral agent” and “security trustee” under the Credit Documents, and each of the Lenders (including in its functions and duties hereundercapacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement) hereby authorizes the Administrative Agent to enter into the ABL Intercreditor Agreements, the Administrator shall act solely as the agent of the Purchasers First Lien/Second Lien Intercreditor Agreement, any Additional Intercreditor Agreement, any Pari Passu Intercreditor Agreement and the Purchaser Agents any other intercreditor agreement or arrangement permitted under this Agreement and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for being binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 3 contracts

Samples: First Lien Term Loan Credit Agreement (PAE Inc), First Lien Term Loan Credit Agreement (PAE Inc), First Lien Term Loan Credit Agreement (PAE Inc)

Appointment and Authorization. (a) Each Purchaser Lender and Purchaser Group Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser Lender or Purchaser Group Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller Borrower or the Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser Lender hereby irrevocably designates and appoints the respective institution identified as the Purchaser Group Agent for such PurchaserLender’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser Lender becomes a party hereto, and each authorizes such Purchaser Group Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Group Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Group Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser Lender or other Purchaser Group Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Group Agent shall be read into this Agreement or otherwise exist against such Purchaser Group Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Group Agents, the Administrator and the PurchasersLenders, and none of neither the Seller or Borrower nor the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V (including, for the avoidance of doubt, Sections 5.2, 5.3 and 5.4) shall not affect any obligations or liability which any Purchaser Group Agent, the Administrator or any Purchaser Lender may have to the Seller Borrower or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser Lender shall have any rights as a third-third- party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Group Agent which is not the Purchaser Group Agent for such PurchaserLender. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers Lenders and the Purchaser Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller Borrower or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Group Agent shall act solely as the agent of its respective Purchaser Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the SellerBorrower, the Servicer, any other PurchaserLender, any other Purchaser Group Agent or the Administrator, or any of their respective successors and assigns.

Appears in 3 contracts

Samples: Receivables Financing Agreement, Receivables Financing Agreement, Receivables Financing Agreement

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, Bank of America to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of the Seller or the Servicer neither any Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” and “security trustee” under the Credit Documents, and each of the Lenders (including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing The Administrative Agent shall also act as the “collateral agent” and “security trustee” under the Credit Documents, and each of the Lenders (including in its functions and duties hereundercapacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement) hereby authorizes the Administrative Agent to enter into the ABL Intercreditor Agreements, the Administrator shall act solely as the agent of the Purchasers First Lien/Second Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Purchaser Agents any other intercreditor agreement or arrangement permitted under this Agreement and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for being binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 3 contracts

Samples: Second Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, Citi to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of neither the Seller or the Servicer Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. (b) The Administrative Agent shall also act as the “Collateral Agent” and “security trustee” under the Credit Documents, and each of the Lenders (on behalf of itself and its Affiliates, including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing its functions The Lenders hereby authorize the Administrative Agent to enter into the Intercreditor Agreements, any Additional Intercreditor Agreement, any Pari Passu Intercreditor Agreement and duties hereunder, the Administrator shall act solely as the agent of the Purchasers any other intercreditor agreement or arrangement or supplement thereto permitted under this Agreement without any further consent by any Lender and the Purchaser Agents and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby Lender irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Agents to take such actions action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent by the Administrator hereby and to exercise terms hereof or thereof, together with all such other powers as are reasonably incidental thereto. Only the Agents (and not one or more of the Lenders) shall have the authority to deal directly with the Borrower under this Agreement and each Lender acknowledges that all notices, demands or requests from such Lender to the Borrower must be forwarded to the applicable Agent for delivery to the Borrower. Each Lender acknowledges that the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Lenders absent written instructions from an Agent in accordance with its rights and authority hereunder. The Administrator shall hold, in its name, for Collateral Manager may direct the benefit of each Purchaser, ratablyCollateral Administrator, the Purchased InterestCustodian, the Collateral Custodian or the Securities Intermediary to take any action incidental to their respective duties hereunder. The Administrator With respect to other actions which are incidental to the actions specifically delegated to the Collateral Administrator, the Custodian, the Collateral Custodian or the Securities Intermediary hereunder or under any other Loan Document, the Collateral Administrator, the Custodian, the Collateral Custodian or the Securities Intermediary, as applicable, shall not have be required to take any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agentsuch incidental action hereunder, and no implied obligations or liabilities but shall be read into this Agreement, required to act or otherwise exist, against to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship direction of trust or agency withthe Collateral Manager; provided that, the Seller Collateral Administrator, the Custodian, the Collateral Custodian or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event Securities Intermediary shall the Administrator ever not be required to take any action which exposes or refrain from acting hereunder at the Administrator to personal liability request of the Collateral Manager or which is otherwise if the taking of such action or the refrainment therefrom, in the reasonable determination of the Collateral Administrator, the Custodian, the Collateral Custodian or the Securities Intermediary, as applicable, (x) shall be in violation of any applicable law or contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement or (y) shall expose it to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Administrator requests the consent of the Collateral Manager and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to Collateral Administrator does not receive a consent (either positive or negative) from the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part Collateral Manager within ten (10) Business Days of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreementrequest, then the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor Collateral Manager shall be deemed to have assumed any obligation or relationship of trust or agency with or for declined to consent to the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsrelevant action.

Appears in 2 contracts

Samples: Credit Agreement (Golub Capital Private Credit Fund), Credit Agreement (Golub Capital Private Credit Fund)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent (including each Purchaser and Purchaser Agent that may from time to time become a party hereto) hereby irrevocably designates and appoints PNC Bank, National Association, BMO Capital Markets Corp. as the “AdministratorAgent” hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaserthe Secured Parties, ratably, amounts on deposit in the Purchased InterestLiquidation Account and the Cash Reserve Account. The Administrator Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser AgentIndemnified Party, and no implied obligations or liabilities shall be read into this Agreement, Agreement or any other Transaction Document or otherwise exist, exist against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability (unless indemnified in advance in a manner determined satisfactory to the Agent in its sole and absolute discretion) or which is contrary to the provision of any Transaction Document or applicable law. (ba) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement any agreement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (cb) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (dc) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers Secured Parties, and the Purchaser Agents and Agent does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (Adesa California, LLC)

Appointment and Authorization. (a) Each Purchaser and each Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, ABN AMRO Bank N.V. as the “AdministratorAgent” hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestPurchase Interest of the Purchaser. The Administrator Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser Agent or Purchaser Agentany Purchaser, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or ServicerSeller. Notwithstanding any provision of this Agreement or any other Transaction Document to the contraryDocument, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability or which is contrary to the provision provisions of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified on the applicable signature page hereto as the its Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretohereunder, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V VIII are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer any Collection Agent shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VVIII, except that this Article V VIII shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any the Purchaser may have to the Seller or the Servicer any Collection Agent under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer Collection Agent or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicerany Collection Agent, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Officemax Inc), Receivables Sale Agreement (Officemax Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably appoints, designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to such Purchaser the Administrative Agent by the terms of this Agreement, if any, together with such Agreement or any other powers as are reasonably incidental theretoLoan Document. Notwithstanding any provision to Each Lender hereby acknowledges and agrees that the contrary elsewhere in this Agreement, no Purchaser Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, herein and in the other Loan Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Purchaser Lender or any other Purchaser Agent or the AdministratorPerson, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Loan Document or otherwise exist against such Purchaser the Administrative Agent. (c) Except as otherwise specifically provided in this Agreement. Without limiting the generality of the foregoing, the provisions of this Article V are solely for the benefit use of the Purchaser Agentsterm “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The permissive authorizations, entitlements, powers and rights (including the right to request that the Borrower take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Administrative Agent herein shall not be construed as duties. The Administrative Agent shall not have any responsibility for interest or income on any funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether or not explicitly set forth therein, the Administrator rights, powers, protections, immunities and indemnities granted to the PurchasersAdministrative Agent herein shall apply to any document entered into by the Administrative Agent in connection with its role as Administrative Agent under the Loan Documents. Except to the extent expressly provided otherwise herein, and none of the Seller or the Servicer Required Lenders shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, right to direct the Administrator or any Purchaser may have to Administrative Agent in all matters concerning the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLoan Documents. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.)

Appointment and Authorization. (a) Each Purchaser L/C Issuer and Purchaser Agent each Lender hereby irrevocably designates and appoints PNC Bank, National Association, GE Capital as the “Administrator” hereunder Administrative Agent of L/C Issuer and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into Lenders under this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby and L/C Issuer and each such Lender irrevocably designates and appoints the respective institution identified authorizes as the Purchaser Administrative Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretoL/C Issuer and Lenders, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Purchaser the Administrative Agent by the terms of this Agreement, if anyAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with L/C Issuer or any Purchaser or other Purchaser Agent or the AdministratorLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement Agreement, the other Loan Documents or otherwise exist against such Purchaser the Administrative Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunderunder this Agreement, the Administrator Administrative Agent shall act solely as the agent of the Purchasers Lenders and the Purchaser Agents L/C Issuer and does not assume nor and shall not be deemed to have assumed any obligation toward or relationship of agency or trust or agency with or for the Seller or the Servicer Borrower or any other Credit Party. The Administrative Agent, as collateral agent hereunder and under the Collateral Documents, is hereby authorized to act on behalf of their successors the Lenders, in its own capacity and assignsthrough other agents and sub-agents appointed by it, under the Collateral Documents, provided that, unless otherwise expressly provided in this Agreement, the Administrative Agent shall not agree to the release of any Collateral, or any property encumbered by any mortgage, pledge or security interests. In performing connection with its functions and duties role as secured party with respect to the Collateral hereunder, each Purchaser the Administrative Agent shall act solely as collateral agent, for itself and for the ratable benefit of the Lenders and such role as collateral agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Sellerdisclosed on all appropriate accounts, the Servicercertificates, any filings, mortgages, and other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignscollateral documentation.

Appears in 2 contracts

Samples: Credit Agreement (Medical Staffing Network Holdings Inc), Credit Agreement (Medical Staffing Network Holdings Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC BankBank of America, National Association, N.A. to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of neither the Seller or the Servicer Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Credit Documents (other than the Mortgages) and the Real Property Collateral Agent shall act as the “collateral agent” under the Mortgages, and each of the Lenders (including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement, Designated Hedge Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes (i) the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral (other than Mortgaged Property) granted by any Credit Party to secure any of the Obligations and (ii) the Real Property Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Mortgaged Property granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent or the Real Property Collateral Agent, as the case may be, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XII and Article XIII (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent (and in the case of the Mortgaged Property, the Real Property Collateral Agent) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article VAgreement, except the First Lien Intercreditor Agreement and the Security Documents and acknowledge and agree that this Article V shall not affect any obligations which such action by any Purchaser Administrative Agent and Real Property Collateral Agent, as the Administrator or any Purchaser case may have to be, shall bind the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing its functions The Lenders hereby authorize the Administrative Agent to enter into any intercreditor agreement or arrangement permitted under this Agreement and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 2 contracts

Samples: Revolving Credit Agreement, Revolving Credit Agreement (OCI Partners LP)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. V. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Triumph Group Inc), Receivables Purchase Agreement (Triumph Group Inc /)

Appointment and Authorization. (a) Each The Insurer and each Purchaser and Purchaser Agent (including each Purchaser and Purchaser Agent that may from time to time become a party hereto) hereby irrevocably designates and appoints PNC Bank, National Association, Xxxxxx Xxxxxxx Corp. as the “Administrator” "Agent" hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaserthe Secured Parties, ratably, amounts on deposit in the Purchased InterestLiquidation Account and the Cash Reserve Account. The Administrator Agent shall hold, in its name, for the benefit of the Insured Purchasers, amounts on deposit in the Insurance Account. The Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser AgentIndemnified Party, and no implied obligations or liabilities shall be read into this Agreement, Agreement or any other Transaction Document or otherwise exist, against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability (unless indemnified in advance in a manner determined satisfactory to the Agent in its sole and absolute discretion) or which is contrary to the provision of any Transaction Document or applicable law. (ba) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement any agreement pursuant to which such Purchaser becomes a party hereto, and each authorizes 27 such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the Insurer, any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (cb) Except as otherwise specifically provided in this Agreement, the provisions of this Article ARTICLE V are solely for the benefit of the Purchaser Agents, the Administrator Insurer, the Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article ARTICLE V, except that this Article ARTICLE V shall not affect any obligations which any Purchaser Agent, the Administrator Insurer, the Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (dc) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers Secured Parties, and the Purchaser Agents and Agent does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, the Insurer, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Adesa Inc), Receivables Purchase Agreement (Adesa Inc)

Appointment and Authorization. (a) Each Purchaser of the Lenders and Purchaser Agent the Issuing Lender hereby irrevocably designates and appoints PNC Bank, National Association, Bank of America to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V 15 are solely for the benefit of the Purchaser AgentsAdministrative Agent, the Administrator Lenders and the PurchasersIssuing Lender, and none of the Seller or the Servicer no Borrower shall have any rights as a third-third party beneficiary of any of such provisions. The relationship between the Administrative Agent and each of the Lenders is that of an independent contractor. The use of the term "Administrative Agent" is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Administrative Agent and each of the Lenders. Nothing contained in this Credit Agreement nor the other Loan Documents shall be construed to create an agency, trust or otherwise under other fiduciary relationship between the Administrative Agent and any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, Lenders. As an independent contractor empowered by the Administrator or any Purchaser may have Lenders to the Seller or the Servicer exercise certain rights and perform certain duties and responsibilities hereunder and under the other provisions Loan Documents, the Administrative Agent is nevertheless a "representative" of this Agreementthe Lenders, as that term is defined in Article 1 of the Uniform Commercial Code of the State of New York, for purposes of actions for the benefit of the Lenders and the Administrative Agent with respect to all collateral security and guaranties contemplated by the Loan Documents. FurthermoreSuch actions include the designation of the Administrative Agent as "secured party", no Purchaser shall have "mortgagee" or the like on all financing statements and other documents and instruments, whether recorded or otherwise, relating to the attachment, perfection, priority or enforcement of any rights as a third-party beneficiary security interests, mortgages or otherwise under deeds of trust in collateral security intended to secure the payment or performance of any of the provisions hereof in respect of a Purchaser Agent which is not Obligations, all for the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent benefit of the Purchasers Lenders and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsAdministrative Agent.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Waste Connections Inc/De), Revolving Credit and Term Loan Agreement (Waste Connections Inc/De)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Agent to take such actions action as agent on its behalf and to exercise such powers hereunder and under the other Loan Documents as are delegated designated to the Administrator hereby Agent by the terms hereof and to exercise thereof together with such other powers as are reasonably incidental thereto. The Administrator Lenders acknowledge and agree that the Agent and the Issuers are not a trustee or other fiduciary for them. The Agent or an Issuer may resign at any time by sending twenty (20) days prior written notice to the Borrowers and the Lenders and may be removed by the Required Lenders upon twenty (20) days prior written notice to the Borrowers and the Lenders. In the event of any such resignation or removal, the Required Lenders may appoint a new agent or issuer, with the consent of the Borrowers (which consent shall holdnot be required if any Default or Event of Default has occurred and is continuing and which consent, in its nameif required, for shall not be unreasonably withheld), which shall succeed to all the rights, powers and duties of the Agent or applicable Issuer (but only as to Letters of Credit issued by the new Issuer) hereunder and under the other Loan Documents. Any resigning or removed Agent or Issuer shall be entitled to the benefit of each Purchaserall the protective provisions hereof with respect to its acts as an agent or issuer hereunder, ratablybut no successor Agent or Issuer shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns or is removed and no successor is appointed, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, rights and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement automatically assumed by the Required Lenders and (i) the Borrowers and Guarantors shall be directed to make all payments due each Lender hereunder directly to such Lender and (ii) the Agent’s rights in the Collateral Documents shall be assigned without representation, recourse or otherwise exist against such Purchaser warranty to the Lenders as their interests may appear. Each Lender hereby appoints Bank of Montreal as Collateral Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Credit Agreement (Emcor Group Inc), Credit Agreement (Emcor Group Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding Except to the extent provided in Section 5.10 hereof, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each . Each Purchaser hereby authorizes such its Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights or obligations as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-third party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Consol Energy Inc), Receivables Purchase Agreement (Consol Energy Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Bank hereby irrevocably designates appoints and appoints PNC Bank, National Association, authorizes First Union as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Administrative Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified NMS as the Purchaser Syndication Agent for such Purchaser’s Purchaser Group on and NationsBank as the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Appraisal Agent to take such action on its each Bank's behalf under the provisions of this Agreement and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to such Purchaser Agent the Agents by the terms of this Agreement, if anyhereof or thereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision No other agents or co-agents of the Banks under this Credit Facility may be appointed without the prior written consent of First Union and NationsBank. The relationship between each Agent and each Bank has no fiduciary aspects, and each Agent's duties hereunder are acknowledged to be only ministerial and not involving the contrary elsewhere exercise of discretion on its part. Nothing in this Agreement, no Purchaser Agreement or any Loan Document shall be construed to impose on any Agent shall have any duties or responsibilities, except responsibilities other than those expressly set forth herein, for which express provision is made herein or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, therein. In performing their duties and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into functions under this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this AgreementArticle 10, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Agents do not assume and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed assumed, and hereby expressly disclaim, any obligation or relationship of trust or agency with or for the Seller or the Servicer Borrowers. As to matters not expressly provided for in this Agreement or any of their successors and assigns. In performing its functions and duties hereunderLoan Document, each Purchaser Agent the Agents shall act solely as the agent of its respective Purchaser and does not assume nor be required to exercise any discretion or to take any action or communicate any notice, but shall be deemed to have assumed any obligation fully protected in so acting or relationship refraining from acting upon the instructions of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of Majority Banks and their respective successors and assigns; provided, however, that in no event shall any Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Loan Document or applicable law, and each Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to any Agents for any purpose shall, in its reasonable opinion, be insufficient or become impaired, such Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished.

Appears in 2 contracts

Samples: Credit Agreement (Willis Lease Finance Corp), Credit Agreement (Willis Lease Finance Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC BankBank of America, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestReceivable Interests. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V XI are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VXI, except that this Article V XI shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent (including each Purchaser and Purchaser Agent that may from time to time become a party hereto) hereby irrevocably designates and appoints PNC Bank, National Association, Bank of Montreal as the “AdministratorAgent” hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaserthe Secured Parties, ratably, a security interest in the Purchased InterestLiquidation Account and the Cash Reserve Account pursuant to an account control agreement. The Administrator Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser AgentIndemnified Party, and no implied obligations or liabilities shall be read into this Agreement, Agreement or any other Transaction Document or otherwise exist, exist against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability (unless indemnified in advance in a manner determined satisfactory to the Agent in its sole and absolute discretion) or which is contrary to the provision of any Transaction Document or applicable law. (ba) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement any agreement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (cb) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (dc) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers Secured Parties, and the Purchaser Agents and Agent does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, have no duties or responsibilities except those expressly set forth in this Agreement or in the other Transaction Documents. The duties of the Administrator shall be mechanical and administrative in nature. At no time shall the Administrator have any duty or responsibility to any Person to investigate or confirm the correctness or accuracy of any information or documents delivered to it in its namerole as Administrator hereunder or any obligation in respect of the failure of any Person (other than the Administrator) to perform any obligation hereunder or under any other Transaction Document. The Administrator shall not have, for the benefit by reason of each this Agreement, a fiduciary relationship in respect of any Purchaser Agent, Purchaser, ratablythe Seller, the Purchased InterestServicer or any Originator. Nothing in this Agreement or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Administrator any obligations in respect of this Agreement or any of the Transaction Documents except as expressly set forth herein or therein. The Administrator shall not have any duties other than those expressly set forth herein duty or any fiduciary relationship with responsibility, either initially or on a continuing basis, to provide any Purchaser or Purchaser Agent, and no implied obligations Agent with any credit or liabilities shall be read into this Agreement, or otherwise exist, against other information with respect to the Administrator. The Administrator does not assume, nor shall it be deemed to have assumedSeller, any obligation toOriginator, TransDigm or relationship of trust their Affiliates, whether coming into its possession before the Closing Date or agency with, the Seller at any time or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable lawtimes thereafter. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (TransDigm Group INC), Receivables Purchase Agreement (TransDigm Group INC)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, MUFG as the “AdministratorAdministrative Agent” hereunder and authorizes the Administrator Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrator Administrative Agent hereby and to exercise such other powers as are reasonably incidental thereto, including without limitation execution and delivery of, and performance of its obligation under, the Intercreditor Agreement. The Administrator Administrative Agent shall hold, in its name, for the benefit on behalf of each Purchaser, ratably, the Asset Interests of each Purchased InterestReceivable of such Purchaser. The Administrator Administrative Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser AgentPurchaser, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the AdministratorAdministrative Agent. The Administrator Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the any Purchaser, any Seller or Servicerany other Person. Notwithstanding any provision of this Agreement hereof or any other Transaction Document to the contraryPurchase Document, in no event shall the Administrator Administrative Agent ever be required to take any action which exposes the Administrator Administrative Agent to personal liability or which is contrary to the provision of any Transaction Purchase Document or applicable lawLaw. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V Section 13 are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the Purchasers, and none of the no Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VSection 13, except that this Article V Section 13 shall not affect any obligations which any Purchaser Agent, the Administrator Administrative Agent or any Purchaser may have to the any Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaserhereof. (dc) In performing its functions and duties hereunder, the Administrator Administrative Agent shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the any Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns. (d) Each Purchaser hereby acknowledges and agrees that it shall be bound by the terms of the Intercreditor Agreement as if it were a party thereto.

Appears in 2 contracts

Samples: Master Accounts Receivable Purchase Agreement (Caci International Inc /De/), Master Accounts Receivable Purchase Agreement (Caci International Inc /De/)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Purchase Limit Increase Request, Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.), Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Administrative Agent to take such actions action as agent on its behalf and to exercise such powers hereunder and under the Loan Documents as are delegated designated to the Administrator hereby Administrative Agent by the terms hereof and to exercise thereof together with such other powers as are reasonably incidental thereto. The Administrator shall hold, Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of the Lenders in its name, for respect of the benefit of each Purchaser, ratablyLoan Documents, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth Company or otherwise, and nothing herein or in any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities of the other Loan Documents shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, result in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, obligations on the Administrative Agent or any Lenders except those as expressly set forth herein. The Administrative Agent may resign at any time by sending 20 days prior written notice to the Company and the Lenders and may be removed by the Required Lenders upon 20 days prior written notice to the Company and the Lenders. In the event of any such resignation or removal the Required Lenders may appoint a new agent, which shall succeed to all the rights, powers and duties of the Administrative Agent hereunder and under the Loan Documents, such new Administrative Agent to be subject to the reasonable consent of the Company unless a Default or any fiduciary relationship with any Purchaser Event of Default has occurred and is continuing. Any resigning or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser removed Administrative Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for entitled to the benefit of all the Purchaser Agentsprotective provisions hereof with respect to its acts as an agent hereunder, but no successor Administrative Agent shall in any event be liable or responsible for any actions of its predecessor. If the Administrative Agent resigns or is removed and no successor is appointed, the Administrator rights and obligations of such Administrative Agent shall be automatically assumed by the PurchasersRequired Lenders and (i) the Company shall be directed to make all payments due each Lender hereunder directly to such Lender and (ii) the Administrative Agent's rights in the Loan Documents shall be assigned without representation, and none of the Seller recourse or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have warranty to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights Lenders as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchasertheir interests may appear. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Credit Agreement (Morrison Knudsen Corp//), 364 Day Credit Agreement (Morrison Knudsen Corp//)

Appointment and Authorization. (a) Each Purchaser and each Purchaser Agent hereby irrevocably designates and appoints PNC Wachovia Bank, National AssociationN.A., as the “Administrator” hereunder "Agent" under the Transaction Documents and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator hereby Agent thereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestPurchase Interest of the Purchaser. The Administrator Agent shall not have any duties other than those expressly set forth herein in the Transaction Documents or any fiduciary relationship with any Purchaser Agent or Purchaser Agentany Purchaser, and no implied obligations or liabilities shall be read into this Agreementany Transaction Document, or otherwise exist, against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or ServicerSeller. Notwithstanding any provision of this Agreement or any other Transaction Document to the contraryDocument, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability or which is contrary to the provision provisions of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the applicable signature pages page hereto or in the Assumption Agreement or related Transfer Supplement pursuant to which such (as applicable) as its Purchaser becomes a party heretoAgent hereunder, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V VIII are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer any Collection Agent shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VVIII, except that this Article V VIII shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any the Purchaser may have to the Seller or the Servicer any Collection Agent under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer Collection Agent or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicerany Collection Agent, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Bergen Brunswig Corp), Receivables Sale Agreement (Bergen Brunswig Corp)

Appointment and Authorization. Each Certificate Holder irrevocably appoints and authorizes Xxxxxx Trust and Savings Bank as Agent Certificate Holder (a) Each Purchaser and Purchaser in such capacity as Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” Certificate Holder hereunder and authorizes under the Administrator other Operative Documents, the "Agent Certificate Holder") of such Certificate Holder to take enter into the Operative Documents on behalf of such actions Certificate Holder and to exercise such powers act as are delegated to the Administrator hereby specified herein and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretoother Operative Documents, and each such Certificate Holder hereby authorizes the Agent Certificate Holder as agent for such Purchaser Agent Certificate Holder, to take such action on its behalf under the provisions of this Participation Agreement and the other Operative Documents and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if anyhereof and thereof, together with such other powers as are reasonably incidental theretothereto (including, without limitation, the execution and delivery, or causing Lessor Trust to execute and deliver, from time to time in accordance with the provisions and terms hereof of Lease Supplements, Construction Agency Agreement Supplements, Assignment of Lease and Rent Supplements and the various other documents, conveyances, terminations, assignments and instruments contemplated herein to be delivered by the Agent Certificate Holder on behalf of the Certificate Holders). Each action taken by the Agent Certificate Holder under any Operative Document shall be deemed to be on behalf of each the Certificate Holders, unless otherwise indicated. Notwithstanding any provision to the contrary elsewhere herein or in this Agreementthe other Operative Documents, no Purchaser the Agent Certificate Holder shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorCertificate Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Participation Agreement or any of the other Operative Documents, or shall otherwise exist against such Purchaser Agentthe Agent Certificate Holder. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Participation Agreement (Mondavi Robert Corp), Participation Agreement (Mondavi Robert Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, have no duties or responsibilities except those expressly set forth in this Agreement or in the other Transaction Documents. The duties of the Administrator shall be mechanical and administrative in nature. At no time shall the Administrator have any duty or responsibility to any Person to investigate or confirm the correctness or accuracy of any information or documents delivered to it in its namerole as Administrator hereunder or any obligation in respect of the failure of any Person (other than the Administrator) to perform any obligation hereunder or under any other Transaction Document. The Administrator shall not have, for the benefit by reason of each this Agreement, a fiduciary relationship in respect of any Purchaser Agent, Purchaser, ratablythe Seller, the Purchased InterestServicer or any Originator. Nothing in this Agreement or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Administrator any obligations in respect of this Agreement or any of the Transaction Documents except as expressly set forth herein or therein. The Administrator shall not have any duties other than those expressly set forth herein duty or any fiduciary relationship with responsibility, either initially or on a continuing basis, to provide any Purchaser or Purchaser Agent, and no implied obligations Agent with any credit or liabilities shall be read into this Agreement, or otherwise exist, against other information with respect to the Administrator. The Administrator does not assume, nor shall it be deemed to have assumedSeller, any obligation toOriginator, Cloud Peak or relationship of trust their Affiliates, whether coming into its possession before the Closing Date or agency with, the Seller at any time or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable lawtimes thereafter. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Cloud Peak Energy Inc.), Receivables Purchase Agreement (Cloud Peak Energy Resources LLC)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC BankBank of America, National Association, N.A. to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of neither the Seller or the Servicer Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Credit Documents, and each of the Lenders (including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement, Designated Hedge Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XII and Article XIII (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article V, except Agreement and the Security Documents and acknowledge and agree that this Article V any such action by any Administrative Agent shall not affect any obligations which any Purchaser Agent, bind the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (dc) In performing its functions The Lenders hereby authorize the Administrative Agent to enter into any intercreditor agreement or arrangement permitted under this Agreement and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor any such intercreditor agreement shall be deemed to have assumed any obligation or relationship of trust or agency with or for binding upon the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 2 contracts

Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (OCI Partners LP)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Wachovia Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestReceivable Interests. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V XI are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VXI, except that this Article V XI shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Purchasers hereby irrevocably appoints and designates SRS Acquiom Agency Services LLC to serve as Administrative Agent and appoints PNC Bank, National Association, as the “Administrator” hereunder Collateral Agent under this Agreement and each other Note Document and authorizes the Administrator each Agent to take such actions and to exercise such powers as are delegated to such Agent by the Administrator hereby terms of the Note Documents, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser AgentsAdministrative Agent, the Administrator Collateral Agent, and the Purchasers, and none of Holdings, the Seller Borrower or the Servicer any other Note Party shall have any rights as a third-party beneficiary of any such provisions. Whether or otherwise under not explicitly set forth therein, the rights, powers, protections, immunities, and indemnities granted to the Administrative Agent and Collateral Agent herein shall apply to any of document entered into by the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Administrative Agent and Collateral Agent in connection with its role as Administrative Agent and Collateral Agent, the Administrator or any Purchaser may have to the Seller or the Servicer as applicable, under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserNote Documents. (db) In performing The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its functions capacity as a Purchaser as any other Purchaser and duties may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with Holdings, the Borrower or any other Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder, the Administrator shall act solely as the agent without notice to or consent of the Purchasers and without any duty to account therefor to the Purchaser Purchasers. The Purchasers acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding Holdings, Borrower or their Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. (c) The Administrative Agent and Collateral Agent shall not have any duties or obligations except those expressly set forth in the Note Documents. Without limiting the generality of the foregoing, the Agents (i) shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and does powers expressly contemplated by the Note Documents that such Agent is required to exercise as directed in writing by the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for herein or in the other Note Documents); provided that neither the Administrative Agent or the Collateral Agent shall be required to take any action that, in its respective opinion, may expose such Person to liability or that is contrary to any Note Document or applicable law, and (ii) shall not assume nor have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Note Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, the Collateral Agent, or any of its respective Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Purchasers by the Administrative Agent or Collateral Agent herein. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Purchasers (or such other number or percentage of the Purchasers as shall be necessary, or as such Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 7.10) or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have assumed knowledge or notice of the occurrence of any obligation Default or relationship Event of trust or agency with or for the Seller Default unless a Responsible Officer of such Agent shall have received written notice from a Required Purchaser or the Servicer Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. Each Agent shall promptly notify the Purchasers of its receipt of any such notice. Each Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Purchasers. No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Note Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Note Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Note Document or any other agreement, instrument or document, (v) the value or the sufficiency of their successors and assigns. In performing its functions and duties hereunderany Collateral or creation, each Purchaser Agent shall act solely as perfection or priority of any Lien purported to be created by the agent Security Documents or (vi) the satisfaction of its respective Purchaser and does not assume nor shall any condition set forth in Article 4 or elsewhere in any Note Document, other than to confirm receipt of items expressly required to be deemed delivered to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Administrative Agent or the Administrator, Collateral Agent or satisfaction of any of their respective successors and assignscondition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent or Collateral Agent.

Appears in 2 contracts

Samples: Note Purchase Agreement (Vacasa, Inc.), Note Purchase Agreement (Vacasa, Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, (i) BANA as the “Administrator” hereunder Administrative Agent and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Collateral Agent for such Purchaser’s Purchaser Group on the signature pages hereto or Lender, (ii) JPMorgan Chase Bank, N.A. as Term Loan Administrative Agent and Syndication Agent for such Lender, (iii) JPMorgan Chase Bank, N.A., as Documentation Agent for such Lender and (iv) Bank of America, N.A. and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers for such Lender, each to act as specified herein and in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and each authorizes such Purchaser the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyAgreement or any other Credit Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreementany other Credit Document, no Purchaser the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein. The Term Loan Administrative Agent, the Syndication Agent, the Documentation Agent and Joint Lead Arrangers shall have no rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall not have or be deemed to have any fiduciary relationship with any Purchaser Lender or other Purchaser Agent or the Administratorparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Credit Document or otherwise exist against the Agents. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Credit Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead, such Purchaser Agentterm is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each of the Lenders (including in its capacity as a Secured Bank Product Provider) hereby further authorizes the Administrative Agent and/or the Collateral Agent to enter into the Lender Loss Sharing Agreement, the ABL/Fixed Asset Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement and any respective amendments thereto on behalf of such Lender. Without limiting the generality of the foregoing, each of the Lenders hereby authorizes and directs the Administrative Agent and/or the Collateral Agent to bind each Lender to the actions required by such Lender under the terms of the Lender Loss Sharing Agreement and any intercreditor agreement. In addition, (i) each of the Lenders and each Issuing Bank hereby authorizes the Collateral Agent to act as the agent of such Lender and Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto, and (ii) to the extent required under the Requirements of Law of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent and Collateral Agent any required powers of attorney to execute any Security Document governed by the Requirements of Law of such jurisdiction on such Lender's or Issuing Bank's behalf. (c) Except as otherwise specifically provided in this Agreement, the The provisions of this Article V Section 11 (other than Sections 11.09 and 11.11) are solely for the benefit of the Purchaser Agents, the Administrator Lenders and the PurchasersIssuing Banks, and none of the Seller or the Servicer Borrowers shall not have any rights as a third-third party beneficiary or otherwise under of any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaserprovisions. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 2 contracts

Samples: Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.)

Appointment and Authorization. (a) Each Purchaser Lender and Purchaser Agent each Issuing Bank hereby irrevocably designates appoints the Administrative Agent and appoints PNC Bank, National Association, its successors and assigns to serve as the “Administrator” hereunder administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrator Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall holdWithout limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for herein and in its name, for the benefit of each Purchaser, ratablyother Loan Documents (including enforcement or collection), the Purchased Interest. The Administrator Administrative Agent shall not have be required to exercise any duties other than those expressly set forth herein discretion or take any fiduciary relationship with any Purchaser or Purchaser Agentaction, and no implied obligations or liabilities but shall be read into this Agreementrequired to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document pursuant to the contraryterms in the Loan Documents), and, unless and until revoked in no event writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrator ever Administrative Agent shall not be required to take any action which that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrator Administrative Agent receives an indemnification satisfactory to personal liability or which it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to the provision of this Agreement or any Transaction other Loan Document or applicable law. (b) Each Purchaser hereby irrevocably designates , including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and appoints may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the respective institution identified Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Purchaser Administrative Agent for such Purchaser’s Purchaser Group on to expend or risk its own funds or otherwise incur any financial liability in the signature pages hereto performance of any of its duties hereunder or in the Assumption Agreement exercise of any of its rights or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent it shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part reasonable grounds for believing that repayment of such Purchaser Agent shall be read into this Agreement funds or otherwise exist adequate indemnity against such Purchaser Agentrisk or liability is not reasonably assured to it. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunderhereunder and under the other Loan Documents, the Administrator shall act Administrative Agent is acting solely as the agent on behalf of the Purchasers Lenders and the Purchaser Agents Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume nor and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of trust or agency with or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the Seller other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the Servicer profit element of any sum received by the Administrative Agent for its own account; (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their successors respective duties and assignsexercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agent. (e) In performing its functions case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any Reimbursement Obligation shall then be due and duties hereunderpayable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, payments made by an Issuing Bank pursuant to a Letter of Credit and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections ‎2.12, ‎2.13, ‎2.15, ‎2.17 and ‎9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Purchaser Issuing Bank and each other Credit Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall act solely consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Credit Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the agent of its respective Purchaser and does not assume nor Administrative Agent, under the Loan Documents (including under ‎Section 9.03). Nothing contained herein shall be deemed to have assumed authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any obligation Lender or relationship Issuing Bank any plan of trust reorganization, arrangement, adjustment or agency with composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (f) The provisions of this Article are solely for the Sellerbenefit of the Administrative Agent, the ServicerLenders and the Issuing Banks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any other Purchaser, any other Purchaser Agent or the AdministratorSubsidiary, or any of their respective successors Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Credit Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and assignsof the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

Appears in 2 contracts

Samples: Incremental Term Loan Amendment and Refinancing Amendment (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates appoints HSBC Bank as Administrative Agent, Manufacturers and appoints PNC Traders Trust Company as Syndication Agent, and Bank of America, N.A. and JPMorgan Chase Bank, National AssociationN.A. as Co-Documentation Agents, as and each of the “Administrator” hereunder Administrative Agent, Syndication Agent and Co-Documentation Agents accepts such appointment. Each Lender hereby irrevocably authorizes the Administrator Agents to take such actions action as such agent on its behalf and to exercise such powers hereunder as are delegated to such agent by the Administrator hereby and to exercise terms hereof, together with such other powers as are reasonably incidental thereto. The Administrator Neither the Agents nor any of their directors, officers, attorneys or employees shall holdbe liable for any action taken or omitted to be taken by such agent or them hereunder or in connection herewith, except for such agent’s or their own gross negligence or willful misconduct as determined in its name, for the benefit a final judgment by a court of each Purchaser, ratably, the Purchased Interestcompetent jurisdiction. The Administrator Administrative Agent (a) shall not have any no duties other than or responsibilities except those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agentin this Agreement and in the other Loan Documents, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision by reason of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever Loan Documents be required to take a trustee or fiduciary for any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. Lender; (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent shall not be responsible to any Lender for such Purchaser’s Purchaser Group on the signature pages hereto any recitals, statements, representations or warranties contained in this Agreement or in any of the Assumption other Loan Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretoany other Loan Documents, and each authorizes such Purchaser Agent to take such action on its behalf under or for the provisions value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Documents or any other document referred to or provided for herein or therein or for any failure by Borrower, or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be responsible to exercise any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Documents or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except in the event of such powers agent’s own gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction. The Administrative Agent may employ agents and perform attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such duties agent or attorneys-in-fact selected by it in good faith. In administering the Letters of Credit, the Issuing Banks shall not be under any liability to any Lender, except for such Issuing Bank’s own gross negligence or willful misconduct, as are expressly delegated to such Purchaser Agent by the terms determined in a final non-appealable decision of a court of competent jurisdiction or as set forth in Section 2.4 of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Loan Agreement (Moog Inc)

Appointment and Authorization. Each Lender hereby appoints and authorizes Bank of America, N.A. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bankin its capacity as administrative agent for the Lenders hereunder, National Association, as the “Administrator” hereunder and authorizes the Administrator Administrative Agent”) to each take such actions action as agent on its behalf and to exercise such powers hereunder and under the other Financing Documents as are delegated designated to the Administrator hereby Administrative Agent by the terms hereof and to exercise thereof together with such other powers as are reasonably incidental thereto. The Administrator shall holdEach Lender acknowledges and agrees that Bank of America, N.A. (in its name, capacity as collateral agent for the benefit of each Purchaser, ratablyLenders hereunder, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser “Collateral Agent”) has been appointed as Collateral Agent pursuant to the Collateral Agency Agreement originally dated as of July 15, 1999, and no implied obligations or liabilities shall be read into this Agreementas amended and restated as of July 31, or otherwise exist2002, against May 13, 2004, and as of the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretoRestatement Date, and each authorizes such Purchaser Lender acknowledges that the Collateral Agent is authorized to take such action as agent on its behalf under the provisions of this Agreement and to exercise such powers hereunder and perform such duties under the other Financing Documents as are expressly delegated designated to such Purchaser the Collateral Agent by the terms hereof and thereof. The following provisions of this Section 19 shall apply to each Agent except as otherwise expressly provided for in the other Financing Documents including, without limitation, the terms and provisions of Section 6 of the Collateral Agency Agreement. The Lenders expressly agree that each Agent is not acting as a fiduciary of the Lenders in respect of the Financing Documents, the Company, or otherwise, and nothing herein or in any of the other Financing Documents shall result in any duties or obligations on an Agent or any of the Lenders except as expressly set forth herein. An Agent may resign at any time by sending 30 days prior written notice to the Company and the Lenders. In the event of any such resignation, the Required Lenders may appoint a new agent, which shall succeed to all the rights, powers, and duties of such Agent hereunder and under the other Financing Documents. Any resigning Agent shall be entitled to the benefit of all the protective provisions hereof with respect to its acts as an agent hereunder, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If an Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Lenders and (i) the Company shall be directed to make all payments due each Lender hereunder directly to such Lxxxxx and (ii) such Agent’s rights, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision in the Financing Documents shall be assigned without representation, recourse, or warranty to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser AgentLenders as their interests may appear. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Credit Agreement (Lazy Days R.V. Center, Inc.)

Appointment and Authorization. (a) Each Purchaser To comply with the provisions set forth in the Step-In Agreement A, the Step-In Agreement B, the Santander/Bancomext PDP Trust 2 and Purchaser Agent the Santander/Bancomext PDP Trust 4, and to the effect of having a single representation before the parties thereto and herein, each Lender hereby irrevocably appoints, designates and appoints PNC Bank, National Association, authorizes Santander as the “Administrator” hereunder and authorizes the Administrator agent to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement measures and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyAgreement or any other Credit Line document, together with such other powers as are reasonably incidental thereto. Furthermore, each Lender hereby authorizes and appoints the Agent as an agent (comisionista) under the terms of Articles 273 and other provisions of the Mexican Commerce Code (Código de Comercio) to execute, deliver and perform any Credit Line related with this Agreement, the Santander/Bancomext PDP Trust 2, the Santander/Bancomext PDP Trust 4, the Step-In Agreement A and the Step-In Agreement B. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Credit Line document, no Purchaser the Agent shall include reference to its Affiliates and to its own, and its Affiliates’ officers, directors, employees and agents) shall not have any duties or responsibilities, except those expressly set forth hereinin the Credit Line documents, nor shall the Agent have or be deemed to have any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Credit Line document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “representative” or “agent” herein and in the other Credit Line documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such Purchaser term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The parties acknowledge that the Joint Obligors and the Borrowers may send any notice addressed to the Lenders through the Agent. , who should forward a copy of such notice to the Lenders within 3 (cthree) Except days following its reception, without responsibility from the Joint Obligors and the Borrowers. Consistent with the above, unless provided otherwise herein, any notice made or received by the Agent shall have the same effects as otherwise specifically provided in this Agreementif it were made or received by the Lenders. In case of notices sent by the Agent to Bancomext for which Bancomext is required to reply, if the Agent weren’t to receive such reply within 45 (forty five) Business Days following its delivery, it shall be understood that Bancomext gives its consent to the Agent to act according to the provisions of this Article V are solely such notice. The parties hereby agree that the payments owed to the Lender shall be made directly to each Lender without the Agent acting as collector, receptor or concentrator of the funds owed to the Lenders. Also, each Lender must make their corresponding Disbursements directly to the Borrower, being as the Agent must not act as concentrator of such amounts for the benefit of Disbursement to the Purchaser AgentsA Borrower and/or the B Borrower, except for the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of events established in accordance with the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserSantander/Bancomext PDP Trust 4. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Revolving Credit Line Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints (i) Bank of America, N.A. as the Administrative Agent and Collateral Agent for such Lender, (ii) Bank of Montreal, PNC Bank, National Association and KeyBank National Association as Co-Documentation Agents for such Lender, (iii) BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as Joint Lead Arrangers for such Lender and (iv) BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association as Co-Syndication AgentAgents for such Lender, each to act as specified herein and in the “Administrator” hereunder and other Credit Documents. Each Lender hereby irrevocably authorizes the Administrator to take such actions Administrative Agent and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyAgreement or any other Credit Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreementany other Credit Document, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein. None of the Agents (other than the Administrative Agent and the Collateral Agent) shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall not have or be deemed to have any fiduciary relationship with any Purchaser Lender or other Purchaser Agent or the Administratorparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Credit Document or otherwise exist against the Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such Purchaser Agentterm is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each of the Lenders (including in its capacity as a Secured Bank Product Provider) hereby further authorizes the Administrative Agent to enter into the Intercreditor Agreement, the 2016 Intercreditor Agreement, any Additional Intercreditor Agreement and any respective amendments thereto on behalf of such Lender. Without limiting the generality of the foregoing, each of the Lenders hereby authorizes and directs the Administrative Agent to bind each Lender to the actions required by such Lender under the terms of the Intercreditor Agreement and any Additional Intercreditor Agreement. (c) Except as otherwise specifically provided in this Agreement, the The provisions of this Article V Section 12 (other than Sections 12.09 and 12.11) are solely for the benefit of the Purchaser Agents, the Administrator Lenders and the PurchasersIssuing Banks, and none of the Seller or the Servicer Borrowers shall not have any rights as a third-third party beneficiary or otherwise under of any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaserprovisions. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Credit Agreement (Ryerson Holding Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Administrative Agent to take such actions action as agent on its behalf and to exercise such powers hereunder and under the Loan Documents as are delegated to the Administrator hereby Administrative Agent by the terms hereof and to exercise thereof together with such other powers as are reasonably incidental thereto. The Administrator Administrative Agent may delegate or perform any of its responsibilities hereunder to or through its affiliates. The Administrative Agent or Issuing Bank may resign at any time by sending twenty (20) days prior written notice to the Company and the Lenders and may be removed by the Required Lenders upon twenty (20) days prior written notice to the Company and the Lenders. In the event of any such resignation or removal the Required Lenders may appoint a new Administrative Agent or Issuing Bank as applicable, which shall holdsucceed to all the rights, in powers and duties of the Administrative Agent or Issuing Bank hereunder and under the other Loan Documents. If the Administrative Agent resigns or is removed, it shall also cease to be the Swing Lender hereunder and its name, for replacement as Administrative Agent shall become the Swing Lender. Any resigning or removed Administrative Agent or Issuing Bank or Swing Lender shall be entitled to the benefit of each Purchaserall the protective provisions hereof with respect to its acts as an agent, ratablyissuer or swing lender hereunder, but no successor shall in any event be liable or responsible for any actions of its predecessor. If the Administrative Agent resigns or is removed and no successor is appointed, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, rights and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against of the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Administrative Agent shall be read into this Agreement automatically assumed by the Required Lenders and (i) the Company shall be directed to make all payments due each Lender hereunder directly to each Lender and (ii) the Administrative Agent's rights in the Loan Documents shall be assigned without representation, recourse or otherwise exist against such Purchaser Agent. (c) Except warranty to the Lenders as otherwise specifically provided in this Agreement, their interests may appear. The parties acknowledge that the provisions of this Article V are solely for Syndication Agent has no continuing responsibilities under the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights Loan Documents other than as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLender. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Credit Agreement (Curtice Burns Foods Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent (including each Purchaser and Purchaser Agent that may from time to time become a party hereto) hereby irrevocably designates and appoints PNC Bank, National Association, Bank of Montreal as the “AdministratorAgent” hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaserthe Secured Parties, ratably, amounts on deposit in the Purchased InterestLiquidation I\0000000.2 Account and the Cash Reserve Account. The Administrator Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser AgentIndemnified Party, and no implied obligations or liabilities shall be read into this Agreement, Agreement or any other Transaction Document or otherwise exist, exist against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability (unless indemnified in advance in a manner determined satisfactory to the Agent in its sole and absolute discretion) or which is contrary to the provision of any Transaction Document or applicable law. (ba) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement any agreement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (cb) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party third‑party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (dc) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers Secured Parties, and the Purchaser Agents and Agent does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)

Appointment and Authorization. (a) Each Purchaser Lender appoints and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and ----------------------------- authorizes the Administrator Administrative Agent to receive all payments of principal, interest, fees and other amounts payable by the Companies under this Agreement and to remit same immediately to the Lenders, to disburse the Advances from the Lenders, and to take such actions action and to exercise such powers under this Agreement and the Notes as are delegated to the Administrator hereby and Administrative Agent by the Lenders from time to exercise such other powers as are reasonably incidental theretotime. The Administrator Administrative Agent shall holdpromptly distribute to the Lenders upon receipt all payments and prepayments of principal, in its nameinterest, for fees and other amounts paid by the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into Companies under this Agreement, or otherwise existin proportion to the Lenders' Commitments. Similarly, against the AdministratorLenders shall be obligated to fund Advances in proportion to their Commitments. The Administrator does not assume, nor Administrative Agent shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document promptly distribute to the contrary, in no event shall Agents the Administrator ever be required to take any action which exposes fees payable by the Administrator to personal liability or which is contrary Companies pursuant to the provision of Agents' Fee Agreement. The Administrative Agent may resign at any Transaction Document or applicable lawtime by written notice to the Lenders; the successor Administrative Agent shall be selected by the Required Lenders from between the remaining Agents. (b) Each Purchaser hereby irrevocably designates Lender appoints and appoints authorizes the Documentation Agent to hold this Agreement and all other documentation in connection herewith (except for the Notes which will be held by the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretoLenders), and each authorizes such Purchaser Agent to take such action on its behalf and exercise such powers under the provisions of this Agreement and to exercise such powers and perform such duties the Notes as are expressly delegated to such Purchaser the Documentation Agent by the terms Lenders from time to time. Any requests by the Company for consent by the Lenders or waiver or amendment of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision provisions of the Agreement shall be delivered by the Company to the contrary elsewhere in this AgreementDocumentation Agent (with copies to the other Agents), no Purchaser Agent but favorable action on such requests shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or require the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on approval of the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser AgentRequired Lenders. (c) Except as otherwise specifically provided Each Lender appoints and authorizes the Syndication Agent to supervise the syndication of the Credit Facility to a group of financial institutions identified by the Syndication Agent in this Agreementconsultation with the Administrative Agent, the Documentation Agent and the Company in accordance with the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserSection 10.6 hereof. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Tidewater Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, BTMUNY as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. In addition, pursuant to a program administration agreement or similar agreement, each Conduit Purchaser has appointed and authorized its related Program Administrator (or its respective designees) to take such action as agent on its behalf and to exercise such powers under this Agreement as are granted to such Conduit Purchaser by the terms hereof, together with such powers as are reasonably incidental thereto. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns, provided that the Administrator shall be liable for its gross negligence and willful misconduct. In performing its functions and duties hereunder, each Purchaser Agent and Program Administrator shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns, provided that each Purchaser Agent shall be liable for its gross negligence and willful misconduct.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Airgas Inc)

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Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby Lender irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Agent to take such actions action as the Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrator hereby and to exercise Agent by the terms thereof, together with all such other powers as are reasonably incidental thereto. The Administrator Borrower shall hold, in its name, for be entitled to rely conclusively upon a written notice or written response from the benefit Agent as being made pursuant to the requisite concurrence or consent of each Purchaser, ratably, the Purchased InterestLenders necessary to take such action without investigation or otherwise contacting the Lenders hereunder. The Administrator power of attorney set forth hereinabove shall not have be irrevocable and coupled with an interest. The relationship between the Agent and the Lenders shall be that of principal and the Agent only and nothing herein shall be construed to deem the Agent a trustee for any Lender nor to impose on the Agent duties or obligations other than those expressly set forth herein or any provided for herein. Not in limitation of the foregoing, each Lender agrees the Agent has no fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into to such Lender under this Agreement, any other Loan Document or otherwise existotherwise. At the request of a Lender, against the AdministratorAgent will forward to each Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to Section 6.1. The Administrator does Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower pursuant to this Agreement or any other Loan Document not assume, nor shall it be deemed already delivered to have assumed, any obligation to, or relationship of trust or agency with, such Lender pursuant to the Seller or Servicer. Notwithstanding any provision terms of this Agreement or any such other Transaction Document Loan Document. As to any matters not expressly provided for by the contraryLoan Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in no event so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all the Administrator ever Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action which exposes the Administrator Agent to personal liability or which is contrary to the provision of this Agreement or any Transaction other Loan Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints Applicable Law. Not in limitation of the respective institution identified as foregoing, the Purchaser Agent for such Purchaser’s Purchaser Group on shall not exercise any right or remedy it or the signature pages hereto Lenders may have under any Loan Document upon the occurrence of a Default or in an Event of Default unless the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Majority Lenders have so directed the Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental theretoright or remedy. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser The Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation knowledge or relationship notice of trust the occurrence of a Default or agency with Event of Default unless the Agent has actual knowledge of such Default or for the Seller or the Servicer or any Event of their successors and assignsDefault. In performing its functions and duties hereunderthe event that the Agent has actual knowledge of the occurrence of a Default or Event of Default, each Purchaser the Agent shall act solely as give prompt notice thereof to the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 1 contract

Samples: Credit Agreement (Regency Realty Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Bank hereby irrevocably designates appoints and appoints PNC Bank, National Associationauthorizes First Union, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to such Purchaser it as Agent by the terms of this Agreement, if anyhereof or thereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision The relationship between First Union and each Bank has no fiduciary aspects, and First Union' duties as Agent hereunder are acknowledged to be only ministerial and not involving the contrary elsewhere exercise of discretion on its part. Nothing in this Agreement, no Purchaser Agent Agreement or any Loan Document shall have be construed to impose on First Union any duties or responsibilities, except responsibilities other than those expressly set forth herein, for which express provision is made herein or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreementtherein. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its duties and functions and duties hereunderunder this Article 10, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and First Union does not assume nor and shall not be deemed to have assumed assumed, and hereby expressly disclaims, any obligation or relationship of trust or agency with or for the Seller or the Servicer Xxxxxx. As to matters not expressly provided for in this Agreement or any of their successors and assigns. In performing its functions and duties hereunderLoan Document, each Purchaser Agent First Union shall act solely as the agent of its respective Purchaser and does not assume nor be required to exercise any discretion or to take any action or communicate any notice, but shall be deemed to have assumed any obligation fully protected in so acting or relationship refraining from acting upon the instructions of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of Required Banks and their respective successors and assigns; provided, however, that in no event shall First Union be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Loan Document or applicable law, and First Union shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to First Union for any purpose shall, in its reasonable opinion, be insufficient or become impaired, First Union may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnty is requested until such additional indemnity is furnished.

Appears in 1 contract

Samples: Credit Agreement (Willis Lease Finance Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator each bank named herein as an Agent to take such actions action as Agent on its behalf and to exercise such powers hereunder and under the Loan Documents as are delegated designated to such Agent by the Administrator hereby terms hereof and to exercise thereof together with such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator Agents shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Agents have or be deemed to have any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents in such Purchaser Agent. respective capacities. Any Agent or the Issuer may resign at any time by sending twenty (c20) Except as otherwise specifically provided in this Agreementdays prior written notice to the Borrower and the Lenders and may be removed by the Required Lenders upon twenty (20) days' prior written notice to the Borrower and the Lenders. In the event of any such resignation or removal the Required Lenders may appoint a replacement Agent or Issuer, subject to the provisions reasonable approval of this Article V are solely for the Borrower if no Potential Default or Event of Default has occurred and is continuing, which shall succeed to all the rights, powers and duties of the resigning or removed Agent or Issuer hereunder and under the other Loan Documents. Any resigning or removed Agent or Issuer shall be entitled to the benefit of all the Purchaser Agentsprotective provisions hereof with respect to its acts as an Agent or Issuer hereunder, but no successor Administrative Agent or Issuer shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns or is removed and no successor is appointed, the Administrator rights and the Purchasers, and none duties of the Seller Agent shall be automatically assumed by the Required Lenders (i) the Borrower shall be directed to make all payments due each Lender hereunder directly to such Lender and (ii) the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have warranty to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights Lenders as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchasertheir interests may appear. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Replacement Credit Agreement (Strategic Timber Trust Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Bank hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder ----------------------------- and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to such Purchaser the Agent by the terms of this Agreement, if anyhereof or thereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the contrary elsewhere exercise of discretion on its part. Nothing in this Agreement, no Purchaser Agreement or any Loan Document shall be construed to impose on the Agent shall have any duties or responsibilities, except responsibilities other than those expressly set forth herein, for which express provision is made herein or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreementtherein. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its duties and functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and Agent does not assume nor and shall not be deemed to have assumed assumed, and hereby expressly disclaims, any obligation or relationship of trust or agency with or for the Seller or the Servicer Borrower. As to matters not expressly provided for in this Agreement or any of their successors and assigns. In performing its functions and duties hereunderLoan Document, each Purchaser the Agent shall act solely as the agent of its respective Purchaser and does not assume nor be required to exercise any discretion or to take any action or communicate any notice, but shall be deemed to have assumed any obligation fully protected in so acting or relationship refraining from acting upon the instructions of trust the Required Banks (or agency with or for all Banks, if required by the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any applicable Section of this Agreement) and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Loan Document or applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Agent for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished.

Appears in 1 contract

Samples: Credit Agreement (Icf Kaiser International Inc)

Appointment and Authorization. (a) Each Purchaser Lender and Purchaser Group Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser Lender or Purchaser Group Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller Borrower or the Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser Lender hereby irrevocably designates and appoints the respective institution identified as the Purchaser Group Agent for such PurchaserLender’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser Lender becomes a party hereto, and each authorizes such Purchaser Group Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Group Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Group Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser Lender or other Purchaser Group Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Group Agent shall be read into this Agreement or otherwise exist against such Purchaser Group Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Group Agents, the Administrator and the PurchasersLenders, and none of neither the Seller or Borrower nor the Servicer shall have any rights as a third-party third‑party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V (including, for the avoidance of doubt, Sections 5.2, 5.3 and 5.4) shall not affect any obligations or liability which any Purchaser Group Agent, the Administrator or any Purchaser Lender may have to the Seller Borrower or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser Lender shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Group Agent which is not the Purchaser Group Agent for such PurchaserLender. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers Lenders and the Purchaser Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller Borrower or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Group Agent shall act solely as the agent of its respective Purchaser Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the SellerBorrower, the Servicer, any other PurchaserLender, any other Purchaser Group Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Financing Agreement (Cincinnati Bell Inc)

Appointment and Authorization. (ai) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestAssets. The Administrator shall not have any duties other than those expressly 719921903 05109795 32 set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller Seller, the Servicer or any Sub-Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable lawApplicable Law. (bii) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (ciii) Except as otherwise specifically provided in this Agreement, the provisions of this Article V Section 4.7 are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller Seller, the Servicer or the any Sub-Servicer shall have any rights as a third-party third‑party beneficiary or otherwise under any of the provisions of this Article VSection 4.7, except that this Article V Section 4.7 shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller Seller, the Servicer or the any Sub-Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (div) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller Seller, the Servicer or the any Sub-Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any Sub-Servicer any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Appointment and Authorization. (a) Each Purchaser and each Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, BTMNY as the "Administrator" hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. Further, Gotham, pursuant to the Program Administration Agreement, has appointed and authorized the Program Administrator (or its respective designees) to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Program Administrator by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s 's Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (York International Corp /De/)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC BankHarbinger Capital Partners Master Fund I, National Association, Ltd. as its Agent under this Agreement and the “Administrator” hereunder other Loan Documents and each Lender hereby irrevocably authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyAgreement or any other Loan Document, together with such other powers as are reasonably incidental thereto. Each Lender authorizes the Agent to enter into each of the Loan Documents described herein to which the Agent is to be a party on or after the Closing Date, and each Lender acknowledges that prior to the Closing Date, Agent entered into certain Loan Documents as described herein or otherwise made available to Lenders (including the Additional Debt Intercreditor Agreement), and, to the extent that any Lender is not otherwise a party to any such Loan Documents, acknowledges and agrees that Agent may bind each Lender to the terms thereof and to take or refrain from taking all actions authorized or permitted thereunder. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and the Loan Parties shall have no rights as a third party beneficiary of any of the provisions contained herein, nor shall anything contained in this Article 12 limit any rights the Loan Parties have or may have as against Agent, any Lender or any other Agent-Related Person. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Loan Document, no Purchaser the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such Purchaser Agent. (c) term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise specifically provided in this Agreement, the provisions of Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Article V are solely for the benefit of the Purchaser Agents, the Administrator Agreement and the Purchasersother Loan Documents, and none including the exercise of the Seller or the Servicer remedies pursuant to Section 9.2, and, with respect to any such action so taken, if exercised in good faith, Agent shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have no liability to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have Lenders for any rights as a third-party beneficiary or otherwise under any of the provisions hereof errors in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaserjudgment. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Term Loan Agreement (Salton Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Agent to take such actions action as contractual representative on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the Administrator hereby and to exercise terms thereof, together with all such other powers as are reasonably incidental thereto. The Administrator Borrower shall hold, in its name, for be entitled to rely conclusively upon a written notice or written response from Agent as being made pursuant to the benefit requisite concurrence or consent of each Purchaser, ratably, the Purchased InterestLenders necessary to take such action without investigation or otherwise contacting Lenders hereunder. The Administrator relationship between Agent and Lenders shall not have be that of principal and agent only and nothing herein shall be construed to deem Agent a trustee for any Lender nor to impose on Agent duties or obligations other than those expressly set forth herein or any provided for herein. Not in limitation of the foregoing, each Lender agrees Agent has no fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into to such Lender under this Agreement, any other Loan Document or otherwise existotherwise. At the request of a Lender, against Agent will forward to each Lender copies or, where appropriate, originals of the Administratordocuments delivered to Agent pursuant to Section 5.1. The Administrator does Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to Agent by Borrower pursuant to this Agreement or any other Loan Document not assume, nor shall it be deemed already delivered to have assumed, any obligation to, or relationship of trust or agency with, such Lender pursuant to the Seller or Servicer. Notwithstanding any provision terms of this Agreement or any such other Transaction Document Loan Document. As to any matters not expressly provided for by the contraryLoan Documents (including, without limitation, enforcement or collection of the Notes), Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in no event so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall the Administrator ever be binding upon all Lenders and all holders of Notes; provided, however, -------- ------- that Agent shall not be required to take any action which exposes the Administrator Agent to personal liability or which is contrary to the provision of this Agreement or any Transaction other Loan Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints Applicable Law. Not in limitation of the respective institution identified as foregoing, Agent shall not exercise any right or remedy it or Lenders may have under any Loan Document upon the Purchaser occurrence of a Default or an Event of Default unless the Supermajority Lenders have so directed Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental theretoright or remedy. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation knowledge or relationship notice of trust the occurrence of a Default or agency with Event of Default unless Agent has actual knowledge of such Default or for the Seller or the Servicer or any Event of their successors and assignsDefault. In performing its functions and duties hereunderthe event that Agent has actual knowledge of the occurrence of a Default or Event of Default, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed give prompt notice thereof to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 1 contract

Samples: Credit Agreement (Security Capital Group Inc/)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Financing Party hereby irrevocably (subject to Section 10.9) appoints, designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Financing Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyCredit Agreement or any such other Financing Document, together with such other powers as are reasonably incidental thereto. (b) Each Financing Party hereby irrevocably consents to (i) the appointment by the Administrative Agent of Credit Agricole Corporate and Investment Bank as Collateral Agent under the Collateral Agreement, and (ii) the appointment by the Collateral Agent of Union Bank, N.A. as Account Bank under the Accounts Agreement (each such person, together with the Administrative Agent, an “Agent”). (c) Each of the Financing Parties authorizes the Administrative Agent to execute, deliver and perform (and authorizes the Administrative Agent to direct each other Agent to execute, deliver and perform) each of the Financing Documents to which the Administrative Agent (or such other Agent) is or is intended to be a party and each Financing Party agrees to be bound by all of the agreements of the Administrative Agent (and each such other Agent) contained in the Financing Documents. Each of the Financing Parties agrees that upon execution of the Collateral Agreement such Financing Party will be bound by the provisions thereof in accordance therewith as a Secured Creditor (as defined therein) to the same extent as if such Financing Party were a party thereto. (d) Notwithstanding any provision to the contrary contained elsewhere in this AgreementCredit Agreement or in any other Financing Document, no Purchaser Agent none of the Agents shall have any duties or responsibilities, responsibilities except those expressly set forth hereinherein and in the other Financing Documents, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorFinancing Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Credit Agreement or any other Financing Document or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions Agents. Without limiting the generality of the foregoing sentence, the use of the terms “Administrative Agent”, “Collateral Agent” or “Account Bank” in this Article V, except that this Article V shall not affect any obligations which any Purchaser Credit Agreement with reference to the Administrative Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Collateral Agent or the AdministratorAccount Bank is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such terms are used merely as a matter of market custom, and are intended to create or any of their respective successors and assignsreflect only a relationship between independent contracting parties.

Appears in 1 contract

Samples: Credit Agreement (NRG Yieldco, Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National AssociationBNP Paribas, as the “AdministratorAdministrative Agent” hereunder and authorizes the Administrator Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrator Administrative Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Administrative Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Receivables Interest. The Administrator Administrative Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the AdministratorAdministrative Agent. The Administrator Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or the Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Administrative Agent ever be required to take any action which exposes the Administrator Administrative Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable lawLaw. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAdministrative Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this AgreementAgreement (and except for the consent rights specified in Section 5.9), the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the Purchasers, and none of neither the Seller or the nor Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations obligations, if any, which any Purchaser Agent, the Administrator Administrative Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator Administrative Agent shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorAdministrative Agent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ingram Micro Inc)

Appointment and Authorization. (a) a. Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Administrative Agent to take such actions action as agent on its behalf and to exercise such powers hereunder as are delegated to the Administrator hereby and to exercise Administrative Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. The Administrator Neither the Administrative Agent nor any of its Affiliates, directors, officers, attorneys or employees shall hold(a) be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction), or be responsible in its name, any manner to any of the Lenders for the benefit of each Purchasereffectiveness, ratablyenforceability, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein genuineness, validity or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision due execution of this Agreement or any other Transaction Document to the contraryLoan Documents, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints be under any obligation to any Lender to ascertain or to inquire as to the respective institution identified as performance or observance of any of the Purchaser Agent for such Purchaser’s Purchaser Group terms, covenants or conditions hereof or thereof on the signature pages hereto part of the Borrower or any other Company, or the financial condition of the Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the Assumption Agreement negotiation, documentation, administration or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under collection of the provisions Loans or Letters of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by Credit or any of the terms of this Agreement, if any, together with such other powers as are reasonably incidental theretoLoan Documents. Notwithstanding any provision to the contrary elsewhere contained in this AgreementAgreement or in any other Loan Document, no Purchaser the Administrative Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Purchaser Lender or other Purchaser Agent or the Administratorparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Loan Document or otherwise exist against such Purchaser the Administrative Agent. (c) Except as otherwise specifically provided in this Agreement. Without limiting the generality of the foregoing sentence, the provisions of this Article V are solely for the benefit use of the Purchaser Agentsterm “agent” herein and in other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, the Administrator and the Purchaserssuch term is used merely as a matter of market custom, and none of the Seller is intended to create or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaserreflect only an administrative relationship between independent contracting parties. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Credit and Security Agreement (Bel Fuse Inc /Nj)

Appointment and Authorization. (a) Each Purchaser and Funding ----------------------------- Agent (including each Purchaser and Funding Agent that may from time to time become a party hereto) hereby irrevocably designates and appoints PNC Bank, National Association, BNS as the “Administrator” "Collateral Agent" hereunder and authorizes the Administrator Collateral Agent to take such actions and to exercise such powers as are delegated to the Administrator Collateral Agent hereby and to exercise such other powers as are reasonably incidental thereto, including the execution and delivery on the date hereof by the Collateral Agent (on behalf of such Purchaser and/or Funding Agent) of the Intercreditor Agreement, and taking all such action by it thereunder for the benefit of the Purchasers and Funding Agents pursuant to the terms thereof. The Administrator Collateral Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator Collateral Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Funding Agent, and no implied obligations or liabilities shall be read into this Agreement, any other Transaction Document or the Intercreditor Agreement, or otherwise exist, against the AdministratorCollateral Agent. The Administrator Collateral Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement, the Intercreditor Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Collateral Agent ever be required to take any action which exposes the Administrator Collateral Agent to personal liability or which is contrary to the provision of any Transaction Document Document, the Intercreditor Agreement or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Funding Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement any agreement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Funding Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Funding Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Funding Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Funding Agent or the AdministratorCollateral Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Funding Agent shall be read into this Agreement or otherwise exist against such Purchaser Funding Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Funding Agents, --------- the Administrator Collateral Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any --------- --------- obligations which any Purchaser Funding Agent, the Administrator Collateral Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Funding Agent which is not the Purchaser Funding Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator Collateral Agent shall act solely as the agent of the Purchasers and the Purchaser Agents Collateral Agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Funding Agent shall act solely as the agent of its respective Purchaser Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Funding Agent or the AdministratorCollateral Agent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (United States Steel Corp)

Appointment and Authorization. (a) Each Purchaser Lender and Purchaser Xxxxxx Agent hereby irrevocably designates and appoints PNC BankCoöperatieve Rabobank U.A., National AssociationNew York Branch, as the “AdministratorAdministrative Agent” hereunder and authorizes the Administrator Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrator Administrative Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Administrative Agent shall hold, in its name, for the benefit of each PurchaserLender, ratably, the Purchased Interestsecurity interest in the Borrower Collateral. The Administrator Administrative Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser Lender or Purchaser Lender Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the AdministratorAdministrative Agent. The Administrator Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller Borrower or the Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Administrative Agent ever be required to take any action which exposes the Administrator Administrative Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable lawLaw. (b) Each Purchaser Lender hereby irrevocably designates and appoints the respective institution identified as the Purchaser Lender Agent for such PurchaserXxxxxx’s Purchaser Lender Group on the signature pages hereto or in the Assumption Assignment Agreement or Transfer Supplement pursuant to which such Purchaser Lender becomes a party hereto, and each authorizes such Purchaser Lender Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Lender Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision in this Agreement to the contrary elsewhere in this Agreementcontrary, no Purchaser Lender Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser Lender or other Purchaser Lender Agent or the AdministratorAdministrative Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Lender Agent shall be read into this Agreement or otherwise exist against such Purchaser Lender Agent. (c) Except as otherwise specifically provided in this AgreementAgreement (and except for the consent rights specified in Section 5.9), the provisions of this Article V are solely for the benefit of the Purchaser Lender Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of neither the Seller or Borrower nor the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations obligations, if any, which any Purchaser Lender Agent, the Administrator Administrative Agent or any Purchaser Lender may have to the Seller Borrower or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser Lender shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Lender Agent which is not the Purchaser Lender Agent for such PurchaserLender. (d) In performing its functions and duties hereunder, the Administrator Administrative Agent shall act solely as the agent of the Purchasers Lenders and the Purchaser Lender Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller Borrower or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Lender Agent shall act solely as the agent of its respective Purchaser Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the SellerBorrower, the Servicer, any other PurchaserLender, any other Purchaser Lender Agent or the AdministratorAdministrative Agent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Loan Agreement (Elanco Animal Health Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Bank hereby irrevocably designates appoints and appoints PNC Bank, authorizes National Association, City Bank as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Administrative Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified Fortis as the Purchaser Structuring Agent for such Purchaser’s Purchaser Group on and Fortis as the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Security Agent to take such action on its each Bank’s behalf under the provisions of this Agreement and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to such Purchaser Agent the Agents by the terms of this Agreement, if anyhereof or thereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision No other agents or co-agents of the Banks under this Credit Facility may be appointed without the prior written consent of the Borrower and each Person then serving as an Agent. The relationship between each Agent and each Bank has no fiduciary aspects, and each Agent’s duties hereunder are acknowledged to be only ministerial and not involving the contrary elsewhere exercise of discretion on its part. Nothing in this Agreement, no Purchaser Agreement or any Loan Document shall be construed to impose on any Agent shall have any duties or responsibilities, except responsibilities other than those expressly set forth herein, for which express provision is made herein or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, therein. In performing their duties and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into functions under this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this AgreementArticle 10, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Agents do not assume and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed assumed, and hereby expressly disclaim, any obligation or relationship of trust or agency with or for the Seller or the Servicer Borrower. As to matters not expressly provided for in this Agreement or any of their successors and assigns. In performing its functions and duties hereunderLoan Document, each Purchaser Agent the Agents shall act solely as the agent of its respective Purchaser and does not assume nor be required to exercise any discretion or to take any action or communicate any notice, but shall be deemed to have assumed any obligation fully protected in so acting or relationship refraining from acting upon the instructions of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of Majority Banks and their respective successors and assigns; provided, however, that in no event shall any Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Loan Document or applicable law, and each Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to any Agent for any purpose shall, in its reasonable opinion, be insufficient or become impaired, such Agent may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished.

Appears in 1 contract

Samples: Credit Agreement (Willis Lease Finance Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the "Administrator" hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s 's Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (York International Corp /De/)

Appointment and Authorization. (a) Each Purchaser of the Lenders and Purchaser Agent the Issuing Lender hereby irrevocably designates and appoints PNC Bank, National Association, (i) the Administrative Agent as the “Administrator” hereunder its administrative agent and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, and (ii) the Collateral Trustee as its Collateral Trustee and authorizes the Collateral Trustee to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Trustee by the terms of this Agreement and the other Senior Facilities Documents, together with such actions and powers as are reasonably incidental thereto. The Administrator shall hold, in its name, Collateral Trustee hereby agrees to act as representative and bailee with respect to the Collateral for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, Administrative Agent and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, Secured Parties upon the Seller or Servicer. Notwithstanding any provision terms of this Agreement or any and the other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable lawLoan Documents. (b) Each Purchaser hereby irrevocably designates Lender authorizes and appoints directs the respective institution identified as Collateral Trustee to enter into the Purchaser Agent for such Purchaser’s Purchaser Group on Collateral Agreements. Any action taken by the signature pages hereto or Collateral Trustee in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by accordance with the terms of this AgreementAgreement or the other Senior Facilities Documents relating to the Collateral, if anyand the exercise by the Collateral Trustee of its powers set forth herein or therein, together with such other powers as that are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agentbinding upon all of the Secured Parties. (c) Except as otherwise specifically provided in this Each Lender authorizes and directs the Collateral Trustee to enter into the Priority Lien Intercreditor Agreement and to enter into any amendments to the Intercreditor Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator Priority Lien Intercreditor Agreement or any Purchaser may have other Collateral Document necessary or appropriate to reflect (x) the lien priority set forth in the Priority Lien Intercreditor Agreement and (y) the addition of Permitted New Second Priority Debt as obligations secured on a junior basis to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserSenior Notes. (d) In performing its functions Each Lender authorizes and duties hereunderdirects the Administrative Agent and/or the Collateral Trustee, as applicable, to enter into the Administrator shall act solely as Intercreditor Agreement Amendment, any amendments to the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer Intercreditor Agreement or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, Collateral Document or any new Collateral Document necessary or appropriate to reflect the addition of their respective successors and assignscertain Property to the Collateral on or after the Amendment Effective Date as required by the Senior Note Indenture (as amended on the Amendment Effective Date).

Appears in 1 contract

Samples: Credit Agreement (Lbi Media Holdings Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as Agent under this Agreement and the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, other Credit Documents and each Lender hereby irrevocably authorizes such Purchaser Agent the Agent, as applicable, to take such action on its behalf under the provisions of this Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyAgreement or any other Credit Document, together with such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably appoints and constitutes the Agent its true and lawful attorney, with full power of substitution, for the purposes of carrying out any of the terms hereof, collecting or enforcing any of the Loan Indebtedness and exercising any of the rights and remedies of the Lenders hereunder and under the other Credit Documents, including for the purposes of signing and/or recording any documents necessary to perfect, set-up, register, maintain, release, grant discharges, amend, extend, modify, replace, restate, or discharge the Collateral or any of the Credit Documents and instituting any actions or proceedings. The Agent shall not be liable to Lenders for any acts or omissions or errors of judgment or mistakes of fact or law in its exercise of the foregoing power, except resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis. The Agent agrees to act as such on the express conditions contained in this Section. The provisions of this Section 7.1, are solely for the benefit of the Agent and the Lenders, and no Obligor shall have any rights as a third party beneficiary of any of the provisions contained herein, but may rely on the determinations made under this Section. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Credit Document, no Purchaser the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Credit Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such Purchaser Agent. (c) term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise specifically provided in this Agreement, the provisions of Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Article V are solely for the benefit of the Purchaser Agents, the Administrator Agreement and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserCredit Documents. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Credit Agreement (Aemetis, Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party thirdparty beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc)

Appointment and Authorization. (ai) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestAssets. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller Seller, the Servicer or any Sub-Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable lawApplicable Law. (bii) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant 745381243 05109795751949792 05109795 to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (ciii) Except as otherwise specifically provided in this Agreement, the provisions of this Article V Section 4.7 are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller Seller, the Servicer or the any Sub-Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VSection 4.7, except that this Article V Section 4.7 shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller Seller, the Servicer or the any Sub-Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (div) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller Seller, the Servicer or the any Sub-Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any Sub-Servicer any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Bank hereby irrevocably designates appoints and appoints PNC Bank, National Associationauthorizes First Union, as the “Administrator” Agent hereunder and authorizes the Administrator to take such actions as collateral agent and to exercise such powers as are delegated security trustee with respect to the Administrator hereby First Preferred Ship Mortgages and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contraryCollateral, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to such Purchaser it as Agent by the terms of this Agreement, if anyhereof or thereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision The relationship between First Union and each Bank has no fiduciary aspects, and First Union's duties as Agent hereunder are acknowledged to be only ministerial and not involving the contrary elsewhere exercise of discretion on its part. Nothing in this Agreement, no Purchaser Agent Agreement or any Loan Document shall have be construed to impose on First Union any duties or responsibilities, except responsibilities other than those expressly set forth herein, for which express provision is made herein or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreementtherein. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its duties and functions and duties hereunderunder this Article 10, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and First Union does not assume nor and shall not be deemed to have assumed assumed, and hereby expressly disclaims, any obligation or relationship of trust or agency with or for the Seller or the Servicer any Hxxx Company. As to matters not expressly provided for in this Agreement or any of their successors and assigns. In performing its functions and duties hereunderLoan Document, each Purchaser Agent First Union shall act solely as the agent of its respective Purchaser and does not assume nor be required to exercise any discretion or to take any action or communicate any notice, but shall be deemed to have assumed any obligation fully protected in so acting or relationship refraining from acting upon the instructions of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of Required Banks and their respective successors and assigns; provided, however, that in no event shall First Union be required to take any action which exposes it to individual liability or which is contrary to this Agreement, any Loan Document or applicable law, and First Union shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to First Union for any purpose shall, in its reasonable opinion, be insufficient or become impaired, First Union may call for additional indemnity from the Banks and not commence or cease to do the acts for which such indemnity is requested until such additional indemnity is furnished.

Appears in 1 contract

Samples: Credit Agreement (Sjit Inc)

Appointment and Authorization. Effective on the Closing Date, KeyBank National Association hereby resigns as administrative agent under the Existing Credit Agreement and the other Loan Documents (a) Each Purchaser as defined in the Existing Credit Agreement), and Purchaser Agent eachEach Lender hereby irrevocably designates and appoints PNC Bank, National Association, Xxxxx Fargo as the “Administrator” Agent hereunder and authorizes the Administrator Agent to take such actions action as agent on its behalf and to exercise such powers hereunder as are delegated to Agent by the Administrator hereby and to exercise terms hereof, together with such other powers as are reasonably incidental thereto, including, without limitation, to execute Additional Foreign Borrower Assumption Agreements on behalf of the Lenders, and to execute various Security Documents pertaining to the Foreign Borrower and Foreign Guarantors of Payment on behalf of the Lenders. The Administrator Neither Agent nor any of its affiliates, directors, officers, attorneys or employees shall hold(a) be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction), or be responsible in its name, any manner to any of the Lenders for the benefit of each Purchasereffectiveness, ratablyenforceability, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein genuineness, validity or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision due execution of this Agreement or any other Transaction Document to the contraryLoan Documents, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints be under any obligation to any Lender to ascertain or to inquire as to the respective institution identified as performance or observance of any of the Purchaser Agent for such Purchaser’s Purchaser Group terms, covenants or conditions hereof or thereof on the signature pages hereto part of Borrowers or any other Company, or the financial condition of Borrowers or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the Assumption Agreement negotiation, documentation, administration or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under collection of the provisions Loans or Letters of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by Credit or any of the terms of this Agreement, if any, together with such other powers as are reasonably incidental theretoLoan Documents. Notwithstanding any provision to the contrary elsewhere contained in this AgreementAgreement or in any other Loan Document, no Purchaser Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Purchaser Lender or other Purchaser Agent or the Administratorparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Loan Document or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement. Without limiting the generality of the foregoing sentence, the provisions of this Article V are solely for the benefit use of the Purchaser Agentsterm “agent” herein and in other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, the Administrator and the Purchaserssuch term is used merely as a matter of market custom, and none of the Seller is intended to create or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaserreflect only an administrative relationship between independent contracting parties. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Credit Agreement (Teletech Holdings Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Agent to take such actions action as agent on its behalf and to exercise such powers hereunder and under the other Loan Documents as are delegated designated to the Administrator hereby Agent by the terms hereof and to exercise thereof together with such other powers as are reasonably incidental thereto. The Administrator Lenders acknowledge and agree that the Agent and the Issuers are not a trustee or other fiduciary for them. The Agent or an Issuer may resign at any time by sending twenty (20) days prior written notice to the Borrowers and the Lenders and may be removed by the Required Lenders upon twenty (20) days prior written notice to the Borrowers and the Lenders. In the event of any such resignation or removal, the Required Lenders may appoint a new agent or issuer after consultation with the Borrowers (which nonetheless shall holdbe bound by the decision of the Required Lenders in their sole discretion), in its namewhich shall succeed to all the rights, for powers and duties of the Agent or applicable Issuer (but only as to Letters of Credit issued by the new Issuer) hereunder and under the other Loan Documents. Any resigning or removed Agent or Issuer shall be entitled to the benefit of each Purchaserall the protective provisions hereof with respect to its acts as an agent or issuer hereunder, ratablybut no successor Agent or Issuer shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns or is removed and no successor is appointed, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, rights and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement automatically assumed by the Required Lenders and (i) the Borrowers and Guarantors shall be directed to make all payments due each Lender hereunder directly to such Lender and (ii) the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have warranty to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights Lenders as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchasertheir interests may appear. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Credit Agreement (Emcor Group Inc)

Appointment and Authorization. (a) Each Purchaser and each Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, Association as the “AdministratorAgenthereunder under the Transaction Documents and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator hereby Agent thereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestPurchase Interest of the Purchaser. The Administrator Agent shall not have any duties other than those expressly set forth herein in the Transaction Documents or any fiduciary relationship with any Purchaser or Purchaser AgentPurchaser, and no implied obligations or liabilities shall be read into this Agreementany Transaction Document, or otherwise exist, against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or ServicerSeller. Notwithstanding any provision of this Agreement or any other Transaction Document to the contraryDocument, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified on the applicable signature page hereto (as the applicable) as its Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretohereunder, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V VIII are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer any Collection Agent shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VVIII, except that this Article V VIII shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any the Purchaser may have to the Seller or the Servicer any Collection Agent under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer Collection Agent or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicerany Collection Agent, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Sale Agreement (Ametek Inc/)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC BankThe Bank of Tokyo-Mitsubishi UFJ, National AssociationLtd., New York Branch, as the “AdministratorAgent” hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased InterestReceivable Interests. The Administrator Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, assumed or relationship of trust or agency with, with the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability or which is contrary to the provision provisions of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V XI are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VXI, except that this Article V XI shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Henry Schein Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Seller hereby irrevocably designates and appoints PNC Bank, National Association, Seller Agent as the “Administrator” hereunder agent of such Seller under this Framework Agreement and authorizes each of the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party heretoAgreements, and each Seller irrevocably authorizes Seller Agent, in such Purchaser Agent capacity, to take such action on its behalf under the provisions of this Framework Agreement and the other Transaction Agreements and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Seller Agent by the terms of this Agreement, if anyFramework Agreement and the other Transaction Agreements (including the power to execute and deliver Confirmations on behalf of each Seller in accordance with Article 4 of this Framework Agreement and the applicable Master Repurchase Agreements), together with such other powers as are reasonably incidental theretothereto to the extent permitted by Applicable Law. Each Seller hereby further authorizes Seller Agent to consent to amendments to this Framework Agreement. Without limiting the generality of the foregoing, Seller Agent shall be responsible for maintaining and the delivering Transaction Notices, Information Packages, Purchase Reports, and for the receipt and distribution of Funded Purchase Price to each of the Sellers. Seller Agent hereby agrees that it will promptly deliver to each Seller copies of each Confirmation and any notices or written information received by Seller Agent from Buyer Agent or any Buyer in connection with any Transaction Agreement. Notwithstanding any provision to the contrary elsewhere in this Framework Agreement, no Purchaser Seller Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorSeller, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Framework Agreement or otherwise exist against such Purchaser the Seller Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Master Framework Agreement (CHS Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent of the Lenders hereby irrevocably designates and appoints PNC Bank, National Association, Bank of America to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator hereby Administrative Agent by the terms hereof or thereof, together with such actions and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement Section 12 (other than Sections 12.08, 12.10 and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c12.11) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of neither the Seller or the Servicer Parent nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agent” and “security trustee” under the Credit Documents, and each of the Lenders (on behalf of itself and its Affiliates, including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, (or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Article VAgreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. (c) The Lenders hereby authorize the Administrative Agent to enter into the Intercreditor Agreements, except that any Additional Intercreditor Agreement, any Pari Passu Intercreditor Agreement and any other intercreditor agreement or arrangement or supplement thereto permitted under this Article V Agreement without any further consent by any Lender and any such intercreditor agreement shall not affect any obligations which any Purchaser Agent, be being binding upon the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such PurchaserLenders. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent Each of the Purchasers Lenders, Guaranteed Creditors, and other secured parties hereof appoint the Purchaser Agents Administrative and does not assume nor Collateral Agent as “mandatario con rappresentanza” pursuant to articles 1703, 1704 and followings of the Italian Civil Code to act as their collateral agent under and in connection with the Italian Pledge Agreement and any other Security Document governed by Italian law in order to perfect and hold (including, without limitations, exercise all rights, remedies and/or powers of any of the Lenders, Guaranteed Creditors, and other secured parties thereunder as well as to release such security upon occurrence of the relevant conditions) the security interests governed by Italian law granted by any party to secure the obligations of any party under any debenture, being the same Administrative and Collateral Agent expressly authorized to act in the name and on behalf of any of the Lenders, Guaranteed Creditors, and other secured parties in connection with the aforesaid documents pursuant to, and in case of occurrence of the events described in, articles 1394 and 1395 of the Italian Civil Code. Each assignee of any of the Lenders, Guaranteed Creditors, and other secured parties shall be deemed to have assumed any obligation or relationship confirmed and ratified the aforesaid constitution of trust or agency with or for the Seller or the Servicer or any of their successors Administrative and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent Collateral under Italian law by way of its respective Purchaser and does not assume nor shall be deemed accession to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsthis Agreement.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Kemet Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party third‑party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kelly Services Inc)

Appointment and Authorization. (a) Each Purchaser Lender and Purchaser Lender Agent hereby irrevocably designates and appoints PNC Bank, National Association, ABN AMRO Bank N.V. as the “Administrator” "Administrative Agent" hereunder and authorizes the Administrator Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrator Administrative Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Administrative Agent shall hold, in its name, for the benefit of each Purchaser, ratablyLender, the Purchased InterestLoan Interest of the Lender. The Administrator Administrative Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser Lender or Purchaser Lender Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the AdministratorAdministrative Agent. The Administrator Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or ServicerBorrower. Notwithstanding any provision of this Agreement or any other Transaction Document to the contraryDocument, in no event shall the Administrator Administrative Agent ever be required to take any action which exposes the Administrator Administrative Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser Lender (other than Amsterdam and its Related Bank Lenders) hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or related Transfer Supplement pursuant to which such Purchaser becomes a party heretoas its Lender Agent hereunder and Amsterdam and its Related Bank Lenders designate ABN AMRO as its Lender Agent hereunder, and each authorizes such Purchaser Lender Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Lender Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Lender Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser Lender or other Purchaser Lender Agent or the AdministratorAdministrative Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Lender Agent shall be read into this Agreement or otherwise exist against such Purchaser Lender Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V VIII are solely for the benefit of the Purchaser Lender Agents, the Administrator Administrative Agent and the PurchasersLenders, and none of the Seller Borrower or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VVIII, except that this Article V VIII shall not affect any obligations which any Purchaser Lender Agent, the Administrator Administrative Agent or any Purchaser the Lender may have to the Seller Borrower or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser Lender shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Lender Agent which is not the Purchaser Lender Agent for such PurchaserLender. (d) In performing its functions and duties hereunder, the Administrator Administrative Agent shall act solely as the agent of the Purchasers Lenders and the Purchaser Lender Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller Borrower or the Servicer Collection Agent or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Lender Agent shall act solely as the agent of its respective Purchaser Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the SellerBorrower, the Servicer, any other PurchaserLender, any other Purchaser Lender Agent or the AdministratorAdministrative Agent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Loan Agreement (Eagle Picher Technologies LLC)

Appointment and Authorization. (a) Each Purchaser Bank and Purchaser Agent each Issuing Bank hereby irrevocably designates appoints the entity named as Administrative Agent in the heading of this Agreement and appoints PNC Bank, National Association, its successors and assigns to serve as the “Administrator” hereunder administrative agent under the Loan Documents and each Bank and each Issuing Bank authorizes the Administrator Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall holdWithout limiting the foregoing, each Bank and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents; (b) As to any matters not expressly provided for herein and in its name, for the benefit of each Purchaser, ratablyother Loan Documents (including enforcement or collection), the Purchased Interest. The Administrator Administrative Agent shall not have be required to exercise any duties other than those expressly set forth herein discretion or take any fiduciary relationship with any Purchaser or Purchaser Agentaction, and no implied obligations or liabilities but shall be read into this Agreementrequired to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Banks (or such other number or percentage of the Banks as shall be necessary, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document pursuant to the contraryterms in the Loan Documents), and, unless and until revoked in no event writing, such instructions shall be binding upon each Bank and each Issuing Bank; provided, however, that the Administrator ever Administrative Agent shall not be required to take any action which that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrator Administrative Agent receives an indemnification satisfactory to personal liability it from the Banks and the Issuing Banks with respect to such action or which (ii) is contrary to the provision of this Agreement or any Transaction other Loan Document or applicable law. (b) Each Purchaser hereby irrevocably designates , including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may affect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Banks prior to the exercise of any such instructed action and appoints may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the respective institution identified Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Co-Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Purchaser Administrative Agent for such Purchaser’s Purchaser Group on to expend or risk its own funds or otherwise incur any financial liability in the signature pages hereto performance of any of its duties hereunder or in the Assumption Agreement exercise of any of its rights or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent it shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part reasonable grounds for believing that repayment of such Purchaser Agent shall be read into this Agreement funds or otherwise exist adequate indemnity against such Purchaser Agent.risk or liability is not reasonably assured to it; (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunderhereunder and under the other Loan Documents, the Administrator shall act Administrative Agent is acting solely as the agent on behalf of the Purchasers Banks and the Purchaser Agents Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume nor and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of trust or agency with or for any Bank, Issuing Bank other than as expressly set forth herein and in the Seller other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 65 3ACTIVE 221393034 applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Bank agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Bank for any sum or the Servicer profit element of any sum received by the Administrative Agent for its own account; (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their successors respective duties and assignsexercise their respective rights and powers through their respective Related Parties. In performing its functions The exculpatory provisions of this Article shall apply to any such sub-agent and duties hereunderto the Related Parties of the Administrative Agent and any such sub-agent, each Purchaser and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall act solely not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent; (e) None of any Co-Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder; (f) In case of the pendency of any proceeding with respect to any Co-Borrower under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any other obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Co-Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Banks, the Issuing Banks and the Administrative Agent (including any claim under Section 2.09, Section 2.08, Section 8.01, Section 8.04 and Section 9.03) allowed in such judicial proceeding; (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Bank and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Banks and the Issuing Banks, to pay to the Administrative Agent any amount due to it, in its capacity as the agent of its respective Purchaser and does not assume nor Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to have assumed authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any obligation Bank or relationship Issuing Bank any plan of trust reorganization, arrangement, adjustment or agency with composition affecting the Obligations or the rights of any Bank or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Bank or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the Sellerbenefit of any Co-Borrower, the ServicerAdministrative Agent, the Banks and the Issuing Banks, and, except solely to the extent of any other PurchaserCo-Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of any other Purchaser Agent Co-Borrower or the Administratorany Subsidiary, or any of their respective successors and assignsAffiliates, shall have any rights as a third party FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 66 3ACTIVE 221393034 beneficiary under any such provisions. Each Bank or Affiliate of a Bank, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

Appears in 1 contract

Samples: Credit Agreement (Carlisle Companies Inc)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, Bank of America as the “Administrator” hereunder Administrative Agent under this Agreement and the other DIP Financing Documents and each Lender hereby irrevocably authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Administrative Agent to take such action on its behalf under the provisions of this Agreement Agreement, each other DIP Financing Document and the Financing Orders and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyany other DIP Financing Document and the Financing Orders, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Administrative Agent and the Lenders and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other DIP Financing Document, no Purchaser the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other DIP Financing Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such Purchaser Agent. (c) term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise specifically provided in this Agreement, the provisions of Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Administrative Agent is expressly entitled to take or assert under this Article V are solely for Agreement and the benefit other DIP Financing Documents, including (a) the determination of the Purchaser Agentsapplicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the Administrator and the Purchasersmaking of Agent Advances pursuant to Section 1.2(i), and none (c) the exercise of the Seller remedies pursuant to Section 9.2, and any action so taken or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor taken shall be deemed consented to have assumed any obligation or relationship of trust or agency with or for by the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 1 contract

Samples: Post Petition Credit Agreement (Westpoint Stevens Inc)

Appointment and Authorization. (a) Each Purchaser of the Lenders and Purchaser Agent the Issuers hereby irrevocably designates and appoints PNC Bank, National Association, Bank of America to act on its behalf as the “Administrator” Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrator Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrator Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the FILO Lenders hereby irrevocably appoints 1903P Loan Agent, LLC (and its successors and permitted assigns in such capacity) to act on its behalf as the FILO Documentation Agent hereunder and under the other Loan Documents and authorizes the FILO Documentation Agent to take such actions on its behalf and to exercise such other powers as are delegated to the FILO Documentation Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V XI (other than Sections 11.6 and 11.11) are solely for the benefit of the Purchaser AgentsAdministrative Agent, the Administrator FILO Documentation Agent, the Lenders and the PurchasersIssuers, and none of the Seller or the Servicer Borrower shall not have any rights as a third-third party beneficiary of any such provision. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, Cash Management Bank and/or Bank Product Bank) and the Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or otherwise under in trust for) such Xxxxxx and such Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article XI and Article XII (including, without limitation, Sections 11.3, 11.13, 12.3, 12.4 and 12.5, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto (including the Intercreditor Agreement), as contemplated by and in accordance with the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers Agreement and the Purchaser Agents Collateral Documents and does not assume nor shall be deemed to have assumed acknowledge and agree that any obligation or relationship of trust or agency with or for the Seller or the Servicer or such action by any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as bind the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 1 contract

Samples: Credit Agreement (JOANN Inc.)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent (including each Purchaser and Purchaser Agent that may from time to time become a party hereto) hereby irrevocably designates and appoints PNC Bank, National Association, BMO Capital Markets Corp. as the “AdministratorAgent” hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaserthe Secured Parties, ratably, amounts on deposit in the Purchased InterestLiquidation Account and the Cash Reserve Account. The Administrator Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser AgentIndemnified Party, and no implied obligations or liabilities shall be read into this Agreement, Agreement or any other Transaction Document or otherwise exist, exist against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability (unless indemnified in advance in a manner determined satisfactory to the Agent in its sole and absolute discretion) or which is contrary to the provision of any Transaction Document or applicable law. (ba) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement any agreement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (cb) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party third‑party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (dc) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers Secured Parties, and the Purchaser Agents and Agent does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)

Appointment and Authorization. (a) Each Purchaser of the DIP Agent, for itself and Purchaser Agent on behalf of the DIP Lenders, and the Pre-Petition Agent, for itself and on behalf of each of the Pre-Petition Lenders, hereby irrevocably designates and appoints PNC BankCiticorp as Escrow Agent, National Association, as the “Administrator” hereunder and authorizes the Administrator Escrow Agent to execute, deliver and perform as their agent under this Intercreditor Agreement, to take such actions action as agent on its behalf and to exercise such powers under this Intercreditor Agreement as are delegated to the Administrator hereby and to exercise Escrow Agent by the terms hereof or thereof, together with all such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, . (a) As to any matters not expressly provided for the benefit of each Purchaser, ratablyby this Intercreditor Agreement (including enforcement or collection), the Purchased Interest. The Administrator Escrow Agent shall not have be required to exercise any duties other than those expressly set forth herein discretion or take any fiduciary relationship with any Purchaser or Purchaser Agentaction; provided, and no implied obligations or liabilities however, that the Escrow Agent shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which (i) the Escrow Agent in good faith believes exposes the Administrator it to personal liability unless the Escrow Agent receives an indemnification satisfactory to it with respect to such action or which (ii) is contrary to the provision of any Transaction Document this Intercreditor Agreement or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act Escrow Agent is acting solely as the agent on behalf of the Purchasers DIP Lenders and the Purchaser Agents Pre-Petition Lenders and its duties are entirely administrative in nature. The Escrow Agent does not assume nor and shall not be deemed to have assumed any obligation other than as expressly set forth herein or any other relationship as the agent, fiduciary or trustee of trust or agency with or for the Seller or the Servicer any DIP Lender, Pre-Petition Lender or any holder of their successors and assignsany other Indebtedness. In performing its functions and duties hereunder, each Purchaser The Escrow Agent shall act solely as the agent may perform any of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation duties hereunder by or relationship of trust through its agents or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsemployees.

Appears in 1 contract

Samples: Intercreditor and Subordination Agreement (Exide Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, Bank of America as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of Administrative Agent under this Agreement or any and the other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser DIP Financing Documents and each Lender hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Administrative Agent to take such action on its behalf under the provisions of this Agreement Agreement, each other DIP Financing Document and the Financing Order and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent it by the terms of this Agreement, if anyany other DIP Financing Document and the Financing Order, together with such other powers as are reasonably incidental thereto. Administrative Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of Administrative Agent and the Lenders and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other DIP Financing Document, no Purchaser Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Purchaser or other Purchaser Agent or the AdministratorLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other DIP Financing Document or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such Purchaser Agent. (c) term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise specifically provided in this Agreement, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Administrative Agent is expressly entitled to take or assert under this Agreement and the provisions of this Article V are solely for other DIP Financing Documents, including (a) the benefit determination of the Purchaser Agentsapplicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the Administrator and the Purchasersmaking of Agent Advances pursuant to Section 1.2(i), and none (c) the exercise of the Seller remedies pursuant to Section 9.2, and any action so taken or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor taken shall be deemed consented to have assumed any obligation or relationship of trust or agency with or for by the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignsLenders.

Appears in 1 contract

Samples: Post Petition Credit Agreement (Cone Mills Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent Lender hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes Agent to enter into each of the Administrator Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to Agent by the Administrator hereby and to exercise terms thereof, together with all such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent[Reserved]. (c) Except as otherwise specifically provided in Subject to the terms of Section 11.16 and to the terms of the other Financing Documents, Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement, Agreement or the other Financing Documents on behalf of Lenders. (d) The provisions of this Article V 11 are solely for the benefit of the Purchaser Agents, the Administrator Agent and the Purchasers, Lxxxxxx and none of the Seller or the Servicer neither any Borrower nor any other Credit Party shall have any rights as a third-third party beneficiary or otherwise under of any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreementhereof. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunderunder this Agreement, the Administrator Agent shall act solely as the agent of the Purchasers and the Purchaser Agents Lenders and does not assume nor and shall not be deemed to have assumed any obligation toward or relationship of agency or trust or agency with or for any Borrower or any other Credit Party. (e) Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Financing Document by or through any agents, attorneys, servicers, trustees, investment managers, employees, attorney-in-fact or any other Person (including any Lender). Any such Person shall benefit from this Article 11 to the Seller extent provided by Agent. The Agent shall not be responsible for the actions, omissions, negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the Servicer absence of gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction). (f) Nothing in this Agreement shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Lenders, pursuant to the provisions of this Agreement, unless such Lenders shall have offered to Agent security or indemnity (satisfactory to Agent in its sole and absolute discretion) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction. (g) Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of their successors and assigns. In performing its functions and duties hereunderofficers, each Purchaser employees or agents, unless it shall have been negligent in ascertaining the pertinent facts. (h) The permissive rights of Agent to do things enumerated in this Agreement shall not be construed as a duty and, with respect to such permissive rights, Agent shall act solely as the agent of not be answerable for other than its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation gross negligence or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assignswillful misconduct.

Appears in 1 contract

Samples: Credit Agreement (Orthopediatrics Corp)

Appointment and Authorization. (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, Fifth Third Bank as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party third‑party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which that is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patriot Coal CORP)

Appointment and Authorization. (a) In order to expedite the transactions contemplated by this Amended Agreement, NationsBank, N.A. is hereby appointed to act as Agent, Swingline Lender and Issuing Bank on behalf of the Lenders. Each Purchaser of the Lenders, and Purchaser Agent each subsequent holder of any Note by its acceptance thereof, hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator Agent, Swingline Lender and the Issuing Bank to take such actions as agent on behalf of such Lender or holder and to exercise such powers as are specifically delegated to the Administrator hereby Agent, Swingline Lender or the Issuing Bank, as the case may be, by the terms and to exercise provisions hereof and of the other Loan Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Purchaser Without hereby irrevocably designates limiting any implied authority, the Agent is hereby expressly authorized by the Lenders to, and appoints hereby agrees that at the respective institution identified as direction of the Purchaser Agent for such Purchaser’s Purchaser Group Required Lenders it shall: (i) receive on behalf of the Lenders all payments of principal of and interest on the signature pages hereto or Loans and all other amounts due to the Lenders hereunder, and promptly distribute to each Lender its proper share of each payment so received; (ii) give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Amended Agreement of which the Assumption Agent has actual knowledge acquired in connection with its agency hereunder; (iii) give notice to the Lenders of any Event of Default specified in this Amended Agreement or Transfer Supplement of which the Agent has actual knowledge acquired in connection with its agency hereunder; and (iv) distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to which such Purchaser becomes a party heretothis Amended Agreement promptly as received by the Agent. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and each authorizes such Purchaser Agent all documents (including releases) with respect to take such action on its behalf under the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Amended Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser AgentCollateral Documents. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Credit Agreement (Firearms Training Systems Inc)

Appointment and Authorization. (a) Each The Insurer and each Purchaser and Purchaser Agent (including each Purchaser and Purchaser Agent that may from time to time become a party hereto) hereby irrevocably designates and appoints PNC Bank, National Association, Hxxxxx Xxxxxxx Corp. as the “AdministratorAgent” hereunder and authorizes the Administrator Agent to take such actions and to exercise such powers as are delegated to the Administrator Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator Agent shall hold, in its name, for the benefit of each Purchaserthe Secured Parties, ratably, amounts on deposit in the Purchased InterestLiquidation Account and the Cash Reserve Account. The Administrator Agent shall hold, in its name, for the benefit of the Insured Purchasers, amounts on deposit in the Insurance Account. The Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser AgentIndemnified Party, and no implied obligations or liabilities shall be read into this Agreement, Agreement or any other Transaction Document or otherwise exist, against the AdministratorAgent. The Administrator Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator Agent ever be required to take any action which exposes the Administrator Agent to personal liability (unless indemnified in advance in a manner determined satisfactory to the Agent in its sole and absolute discretion) or which is contrary to the provision of any Transaction Document or applicable law. (ba) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement any agreement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the Insurer, any Purchaser or other Purchaser Agent or the AdministratorAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent. (cb) Except as otherwise specifically provided in this Agreement, the provisions of this Article V are solely for the benefit of the Purchaser Agents, the Administrator Insurer, the Agent and the Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which any Purchaser Agent, the Administrator Insurer, the Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (dc) In performing its functions and duties hereunder, the Administrator Agent shall act solely as the agent of the Purchasers Secured Parties, and the Purchaser Agents and Agent does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, the Insurer, any other Purchaser, any other Purchaser Agent or the AdministratorAgent, or any of their respective successors and assigns.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Adesa Inc)

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