Appointment Authority and Duties of Agent. 13.1.1. Each Lender hereby irrevocably appoints and designates BofA as Agent to act as herein specified. Agent may, and each Lender by becoming a party to this Agreement shall be deemed irrevocably to have authorized Agent to, enter into all Loan Documents to which Agent is or is intended to be a party and all amendments hereto and all Security Documents at any time executed by any Obligor, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 13, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender agrees that any action taken by Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Agent or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (b) execute and deliver, as Agent, each Loan Document (including each Lien Waiver and Subordination Agreement) and accept delivery of each such agreement by any Obligor or any other Person; (c) act as collateral agent for Secured Parties for purposes of the perfection of all security interests and Liens created by this Agreement or the Security Documents and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided that Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Agent and the other Lenders for purposes of the perfection of all security interests and Liens with respect to an Obligor’s Deposit Accounts maintained with, and all cash and Cash Equivalents held by, such Lender; (d) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (e) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Agent with respect to any of the Colla...
Appointment Authority and Duties of Agent. 13.1.1. Each Lender hereby irrevocably appoints and designates Wachovia as Agent to act as herein specified. Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized Agent to, enter into all Loan Documents relating to any Collateral, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 12, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender agrees that any action taken by Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Agent or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (b) execute and deliver as Agent each Loan Document and accept delivery of each such agreement delivered by Borrower or any other Obligor; (c) act as collateral agent for Lenders for purposes of the perfection of all security interest and Liens created by such agreements and, subject to the direction of the Required Lenders, for all other purposes stated therein; (d) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; (e) take such action as is necessary or desirable to maintain the perfection and priority of the security interest and Liens created or to be created by the Loan Documents; and (f) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Agent or Lenders with respect to any of the Collateral under the Loan Documents relating thereto, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship with any Lender (or any Lender's participants).
Appointment Authority and Duties of Agent. 12.1.1Appointment and Authority. Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents. Any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in 97 102904560_9 connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, Applicable Law or otherwise. Agent alone is authorized to determine eligibility and applicable advance rates under the Borrowing Base, whether to impose or release any reserve, or whether any conditions to funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Secured Party or other Person for any error in judgment.
Appointment Authority and Duties of Agent. 1. Company does hereby appoint Agent to act as its nonexclusive insurance agent for the production, underwriting, servicing, and administration of the insurance policies, and any related certificates of insurance, as applicable (collectively, the “Policies”), for the types, lines, and classes of business described in Exhibit A – Schedule of Business (“Schedule of Business”) to this Agreement, subject always to the restrictions imposed upon Company and Agent under the applicable insurance laws and regulations of each applicable jurisdiction, and in accordance with the rates, filings, forms, procedures, and Underwriting Guidelines as set forth in Addendum No. 1 – Underwriting Guidelines (“Underwriting Guidelines”), governing the acceptance of such business, all as filed, directed, and promulgated by Company from time to time. Any amendment, suspension or termination of any part or the entire Schedule of Business or Underwriting Guidelines may be undertaken, from time to time, solely by Company, and shall not be deemed an amendment to this Agreement subject to Section 3 of Article XXI. Company may issue Policies to any applicant and accept business submitted by producers other than Agent.
Appointment Authority and Duties of Agent. 12.1.1. Each Lender hereby irrevocably appoints and designates Bank as Agent to act as herein specified. Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized Agent to, enter into all Loan Documents to which Agent is or is intended to be a party and all amendments hereto and all Security Documents at any time executed by any Borrower, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 12, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to Agent by the terms hereof and
Appointment Authority and Duties of Agent. 13.1.1. Each Lender Group Member hereby irrevocably appoints and designates Wachovia as Agent to act as herein specified. Agent may, and each Lender Group Member shall be deemed irrevocably to have authorized Agent to, enter into all Credit Documents to which Agent is or is intended to be a party and all amendments hereto and all Security Documents at any time executed by Borrowers, for its benefit and the benefit of each other Lender Group Member and, except as otherwise provided in this Section 13, to exercise such rights and powers under this Agreement and the other Credit Documents as are specifically delegated to Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental
Appointment Authority and Duties of Agent. 93 12.2. Agreements Regarding Collateral and Borrower Materials. 94 12.3. Reliance By Agent. 95
Appointment Authority and Duties of Agent. 99 12.2 Agreements Regarding Collateral and Borrower Materials. 100 12.3 Reliance By Agent 101 12.4 Action Upon Default 101 12.5 Ratable Sharing 101 12.6 Indemnification 101 12.7 Limitation on Responsibilities of Agent 102 12.8 Successor Agent and Co-Agents. 102 12.9 Due Diligence and Non-Reliance 103 TABLE OF CONTENTS (continued) Page -iii- 117877022_2 12.10 Remittance of Payments and Collections. 103 12.11 Individual Capacities 104 12.12 Titles 104 12.13 Bank Product Providers 104 12.14 No Third Party Beneficiaries 104 12.15 Appointment of Agent as security trustee for U.K. Security Documents 104 12.16 Parallel Debt Undertaking. 108 SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS 109 13.1 Successors and Assigns 109 13.2 Participations. 110 13.3 Assignments. 111 13.4 Replacement of Certain Lenders 112 13.5 Disqualified Institutions. 112 SECTION 14. MISCELLANEOUS 113 14.1 Consents, Amendments and Waivers. 113 14.2 Indemnity 115 14.3 Notices and Communications. 115 14.4 Performance of Borrowers’ Obligations 116 14.5 Credit Inquiries 116 14.6 Severability 116 14.7 Cumulative Effect; Conflict of Terms 117 14.8 Counterparts; Execution 117 14.9 Entire Agreement 117 14.10 Relationship with Lenders 117 14.11 No Advisory or Fiduciary Responsibility 117 14.12 Confidentiality 118 14.13 Reserved. 118 14.14 Reserved. 118 14.15 GOVERNING LAW 118 14.16 Consent to Forum; Bail-In of EEA Financial Institutions. 118 14.17 Waivers by Borrowers 119 14.18 Patriot Act Notice 120 14.19 NO ORAL AGREEMENT 120 -4- 117877022_2 LIST OF EXHIBITS AND SCHEDULES Exhibit A Assignment Exhibit B Assignment Notice Schedule 1.1 Revolver Commitments of Lenders Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.5 Real Property in a Special Flood Hazard Zone Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.20 Labor Contracts Schedule 10.2.2 Existing Liens Schedule 10.2.17 Existing Affiliate Transactions
Appointment Authority and Duties of Agent. Information in this exhibit marked [CONFIDENTIAL TREATMENT REQUESTED] has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions.
Appointment Authority and Duties of Agent
