Appointment of the Agents. 2.1 The Issuers and the Guarantor hereby appoint Deutsche Bank AG, London Branch, and Deutsche Bank AG, London Branch agrees to act as Issuing and Paying Agent in respect of the Notes in accordance with the terms and conditions set out herein. 2.2 The Issuing and Paying Agent shall have the powers and authorities granted to and conferred upon it by this Agreement and such further powers and authorities to act on behalf of the Issuers and the Guarantor that the Issuers and the Guarantor may grant to it and as are reasonably acceptable to the Issuing and Paying Agent. 2.3 The Issuers and the Guarantor agree that Notes may be completed, issued, authenticated, delivered, kept and generally handled by the Issuing and Paying Agent on the instructions of the relevant Issuer or the Guarantor in the manner contemplated by this Agreement. 2.4 In the case of floating rate interest bearing and Index-Linked Notes, the Issuing and Paying Agent agrees to make the determinations and carry out the other duties ascribed to it as Calculation Agent pursuant to the Conditions of such Notes (including, in the case of Index-Linked Notes, determining the redemption amount of and/or, if applicable, the amount of interest payable on, each such Note in accordance with the redemption calculation thereto) unless (i) (in the case of Index-Linked Notes) the relevant Dealer has agreed with the relevant Issuer or the Guarantor to act as Calculation Agent or (ii) (in any case) the Issuing and Paying Agent has informed the relevant Issuer or the Guarantor that it does not wish to be appointed as Calculation Agent within two Business Days of having been so notified. The Calculation Agent shall as soon as it has made its determination (and in any event, no later than the close of business on the date on which the determination is made) notify the relevant Issuer, the Guarantor and the Issuing and Paying Agent (if other than the Calculation Agent) of the redemption amount and/or if applicable the amount of interest so payable. 2.5 Any reference herein to the “Issuing and Paying Agent” or its “specified office” shall be deemed to include such other agent or office of the Issuing and Paying Agent (as the case may be) as may be appointed or specified from time to time hereunder.
Appears in 1 contract
Samples: Issuing and Paying Agency Agreement (Danaher Corp /De/)
Appointment of the Agents. 2.1 The Issuers Issuer and the Guarantor hereby appoint Deutsche Bank AG, London Branch, and Deutsche Bank AG, London Branch agrees to act as Issuing and Paying Agent in respect of the Notes in accordance with the terms and conditions set out herein.
2.2 The Issuing and Paying Agent shall have the powers and authorities granted to and conferred upon it by this Agreement and such further powers and authorities to act on behalf of the Issuers Issuer and the Guarantor that the Issuers Issuer and the Guarantor may grant to it and as are reasonably acceptable to the Issuing and Paying Agent.
2.3 The Issuers Issuer and the Guarantor agree that Notes may be completed, issued, authenticated, delivered, kept and generally handled by the Issuing and Paying Agent on the instructions of the relevant Issuer or the Guarantor in the manner contemplated by this Agreement.
2.4 In the case of floating rate interest bearing and Index-Linked Notes, the Issuing and Paying Agent agrees to make the determinations and carry out the other duties ascribed to it as Calculation Agent pursuant to the Conditions of such Notes (including, in the case of Index-Linked Notes, including determining the redemption amount of and/or, if applicable, the amount of interest payable on, each such Note in accordance with the redemption calculation thereto) unless (i) (in the case of Index-Linked Notes) the relevant Dealer has agreed with the relevant Issuer or the Guarantor to act as Calculation Agent or (ii) (in any case) the Issuing and Paying Agent has informed the relevant Issuer or the Guarantor that it does not wish to be appointed as Calculation Agent within two Business Days of having been so notified. The Calculation Agent shall as soon as it has made its determination (and in any event, no later than the close of business on the date on which the determination is made) notify the relevant Issuer, the Guarantor and the Issuing and Paying Agent (if other than the Calculation Agent) of the redemption amount and/or if applicable the amount of interest so payable.
2.5 Any reference herein to the “Issuing and Paying Agent” or its “specified office” shall be deemed to include such other agent or office of the Issuing and Paying Agent (as the case may be) as may be appointed or specified from time to time hereunder.
Appears in 1 contract
Samples: Issuing and Paying Agency Agreement (Danaher Corp /De/)
Appointment of the Agents. 2.1 The Issuers Issuer and the Guarantor hereby appoint Deutsche Bank AG, London Branch, and Deutsche Bank AG, London Branch agrees to act as Issuing and Paying Agent in respect of the Notes in accordance with the terms and conditions set out herein.
2.2 The Issuing and Paying Agent shall have the powers and authorities granted to and conferred upon it by this Agreement and such further powers and authorities to act on behalf of the Issuers Issuer and the Guarantor that the Issuers Issuer and the Guarantor may grant to it and as are reasonably acceptable to the Issuing and Paying Agent.
2.3 The Issuers Issuer and the Guarantor agree that Notes may be completed, issued, authenticated, delivered, kept and generally handled by the Issuing and Paying Agent on the instructions of the relevant Issuer or the Guarantor in the manner contemplated by this Agreement.
2.4 In the case of floating rate interest bearing and Index-Linked Notes, the Issuing and Paying Agent agrees to make the determinations and carry out the other duties ascribed to it as Calculation Agent pursuant to the Conditions of such Notes (including, in the case of Index-Linked Notes, determining the redemption amount of and/or, if applicable, the amount of interest payable on, each such Note in accordance with the redemption calculation thereto) unless (i) (in the case of Index-Linked Notes) the relevant Dealer has agreed with the relevant Issuer or the Guarantor to act as Calculation Agent or (ii) (in any case) the Issuing and Paying Agent has informed the relevant Issuer or the Guarantor that it does not wish to be appointed as Calculation Agent within two Business Days of having been so notified. The Calculation Agent shall as soon as it has made its determination (and in any event, no later than the close of business on the date on which the determination is made) notify the relevant Issuer, the Guarantor and the Issuing and Paying Agent (if other than the Calculation Agent) of the redemption amount and/or if applicable the amount of interest so payable.
2.5 Any reference herein to the “Issuing and Paying Agent” or its “specified office” shall be deemed to include such other agent or office of the Issuing and Paying Agent (as the case may be) as may be appointed or specified from time to time hereunder.
Appears in 1 contract
Samples: Issuing and Paying Agency Agreement (Danaher Corp /De/)
Appointment of the Agents. 2.1 Each Lender hereby irrevocably appoints The Issuers Chase Manhattan Bank as its Administrative Agent hereunder and each Note Purchaser hereby irrevocably appoints Chase Securities Inc. as the Guarantor Placement Agent and hereby appoint Deutsche Bank AGauthorizes the Agents to take such action on its behalf to execute, London Branchdeliver and perform such documents on its behalf, and Deutsche Bank AGto exercise such rights, London Branch agrees remedies, powers and privileges hereunder as are specifically authorized to act as Issuing and Paying Agent in respect of be exercised by the Notes in accordance with Agents by the terms and conditions set out herein.
2.2 The Issuing and Paying Agent shall have the hereof, together with such rights, remedies, powers and authorities granted to and conferred upon it by this Agreement and such further powers and authorities to act on behalf of the Issuers and the Guarantor that the Issuers and the Guarantor may grant to it and privileges as are reasonably acceptable to the Issuing and Paying Agent.
2.3 incidental thereto. The Issuers Agents may execute any of their duties hereunder by or through agents or employees, and the Guarantor agree that Notes may Agents shall not be completed, issued, authenticated, delivered, kept and generally handled responsible for the negligence or misconduct of any such agents or employees selected by the Issuing and Paying Agent on the instructions of the relevant Issuer or the Guarantor in the manner contemplated by this Agreement.
2.4 In the case of floating rate interest bearing and Index-Linked Notes, the Issuing and Paying Agent agrees to make the determinations and carry out the other duties ascribed to it as Calculation Agent pursuant to the Conditions of such Notes (including, in the case of Index-Linked Notes, determining the redemption amount of and/or, if applicable, the amount of interest payable on, each such Note in accordance them with the redemption calculation thereto) unless (i) (in the case of Index-Linked Notes) the relevant Dealer has agreed with the relevant Issuer or the Guarantor to act as Calculation Agent or (ii) (in any case) the Issuing and Paying Agent has informed the relevant Issuer or the Guarantor that it does not wish to be appointed as Calculation Agent within two Business Days of having been so notifiedreasonable care. The Calculation relationship between the Administrative Agent shall as soon as it has made its determination (and in any event, no later than the close of business on the date on which the determination is made) notify the relevant Issuer, the Guarantor each Lender and the Issuing Placement Agent and Paying Agent (if other than the Calculation Agent) each Note Purchaser is that of the redemption amount and/or if applicable the amount of interest so payable.
2.5 Any reference agent and principal only, and nothing herein to the “Issuing and Paying Agent” or its “specified office” shall be deemed to include such constitute or appoint the Administrative Agent a trustee or fiduciary for any Lender or the Placement Agent a trustee or fiduciary for any Note Purchaser or impose on the Agents any obligations other agent or office than those for which express provision is made herein. Upon receipt, the Agents, as applicable, will forward (a) to each Financing Party an executed copy of the Issuing Transaction Documents and Paying a copy of each officer's certificate specified in SECTION 5.1 hereof, (b) to each Lender, a copy of each Letter of Credit Request, and (c) to each Note Purchaser, a copy of each Note Repurchase Notice. Except as required by the specific terms of this Agreement, the Agents shall not have any duty to exercise any right, power, remedy or privilege granted to them hereby, or to take any affirmative action or exercise any discretion hereunder, unless directed to do so by the Required Financing Parties or all the Financing Parties, as applicable (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding upon the Financing Parties), and shall not, without the prior approval of the Required Financing Parties or all the Financing Parties, as applicable, consent to any material departure by LTV Steel from the terms hereof, waive any default on the part of LTV Steel hereunder or amend, modify, supplement or terminate, or agree to any surrender of, this Agreement; provided, that the foregoing limitation on the authority of the Agents is for the benefit of the Financing Parties and shall not impose any obligation on LTV Steel to investigate or inquire into the authority of the Agents in any circumstances, and LTV Steel shall be fully protected in carrying out any request, direction or instruction made or given to LTV Steel by the Agents in the exercise of any right, power, remedy or privilege granted to the Agents hereby or by the terms of any other Transaction Document, receiving or acting upon any consent or waiver granted to LTV Steel hereunder by the Agents, or entering into any amendment or modification of, or supplement to, this Agreement or any other Transaction Document, and LTV Steel shall not be subject to the claims of any Financing Parties by reason of the lack of authority of the Agents to take any such action nor shall the lack of authority on the part of the Agents in any circumstance give rise to any claim on the part of LTV Steel against any Financing Party; and provided, further, that the Agents shall not be required to take any action which exposes the Agents to personal liability or which is contrary to this Agreement, or applicable law. Neither the Administrative Agent (nor the Placement Agent, or any of their respective directors, officers, agents or employees, shall be liable to any person or entity, including without limitation, the Administrative Agent, the Placement Agent or any Financing Party, as the case may be, for any action taken or omitted to be taken by it or them hereunder, under any other Transaction Document, or in connection herewith or therewith, except for any liability determined, in a final judgment of a court of competent jurisdiction, to have resulted from the Administrative Agent's or Placement Agent's own gross negligence or willful misconduct; nor shall the Administrative Agent or the Placement Agent be responsible to the Administrative Agent, the Placement Agent or any Financing Party, as the case may be, for the validity, effectiveness, value, sufficiency or enforceability against LTV Steel of any Transaction Document or other document furnished pursuant hereto or thereto or in connection herewith or therewith. The Agents shall not be liable under this Agreement to LTV Steel or its directors, officers, agents, employees or members for indirect, special, punitive, incidental or consequential loss or damage of any kind whatsoever, including, without limitation, lost profits. Without limitation of the generality of the foregoing, each of the Administrative Agent and the Placement Agent: (i) may consult with legal counsel (including counsel for LTV Steel), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with or reliance upon the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Financing Party, and shall not be responsible to any Financing Party for any statements, warranties or representations made in or in connection with this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, on the part of any party hereto or thereto or to inspect the property (including the Books and Records) of LTV Steel; (iv) shall not be responsible to the Administrative Agent, the Placement Agent or any Financing Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto and (v) shall incur no liability under or in respect of this Agreement, any other Transaction Document or any other document furnished pursuant hereto or thereto or in connection herewith or therewith, by acting upon or relying upon any notice, consent, certificate or other instrument or writing or telephonic instruction, or notices to the extent authorized herein or therein believed by it to be genuine and sent by the proper party or parties. Each Financing Party hereby represents that it has, independently and without reliance on the Administrative Agent, any other Financing Party or the Placement Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of the financial risks and other risks involved in the transactions contemplated hereunder and under the Transaction Documents and of the financial condition and affairs of LTV Steel, the other Members and LTV Steel Products and the adequacy of the security granted to the Collateral Agent under the Trust Agreement and its own decision to enter into this Agreement and the transactions contemplated hereby and agrees that it will, independently and without reliance upon the Administrative Agent, any other Financing Party or the Placement Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Agreement. The Agents shall not be required to keep themselves informed as to the performance or observance by LTV Steel, the other Members and LTV Steel Products of this Agreement, the other Transaction Documents or any other document referred to or provided for herein or therein or to make inquiry of, or to inspect the properties or books of LTV Steel, the other Members and LTV Steel Products. Except for notices, reports and other documents and information expressly required to be furnished to the Financing Parties by the Agent or by the Placement Agent hereunder, the Administrative Agents shall not have any duty or responsibility to provide any Financing Party with any credit or other information concerning LTV Steel, the other Members and LTV Steel Products which may come into the possession of the Agents. Neither the Administrative Agent nor the Placement Agent shall be appointed deemed to have knowledge or specified notice of the occurrence of a Note Purchase Agreement Default or Note Purchase Agreement Event of Default unless the Administrative Agent or the Placement Agent, as applicable, has received written notice from time a Lender, a Note Purchaser, the Servicer or LTV Steel referring to time this Agreement, describing such Note Purchase Agreement Default or Note Purchase Agreement Event of Default and stating that such notice is a "Notice of Note Purchase Agreement Default" or "Notice of Note Purchase Agreement Event of Default," as the case may be. In the event that either the Administrative Agent or the Placement Agent receives such a notice of the occurrence of a Note Purchase Agreement Default or Note Purchase Agreement Event of Default, the Administrative Agent or the Placement Agent, as applicable, shall promptly give notice thereof to the Financing Parties. The Agents shall take such action with respect to such Note Purchase Agreement Default or Note Purchase Agreement Event of Default as shall be reasonably directed by the Required Financing Parties; provided that, if neither the Administrative Agent nor the Placement Agent have received such directions from the Required Financing Parties after using reasonable efforts to receive such directions, the Administrative Agent or Placement Agent may (but shall not be obligated to) take such action or refrain from taking such action, with respect to such Note Purchase Agreement Default or Note Purchase Agreement Event of Default as it shall deem advisable in the best interests of the Financing Parties. Each Financing Party hereby agrees, in the ratio that such Financing Party's Commitment hereunder bears to the Aggregate Commitment Amount to indemnify and hold harmless the Administrative Agent and the Placement Agent, respectively, and its directors, officers, agents and employees, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, settlements, costs and expenses of any kind whatsoever (including, without limitation, reasonable fees and expenses of attorneys, accountants and experts) incurred or suffered by the Administrative Agent or the Placement Agent, as applicable, in its capacity as Administrative Agent or Placement Agent hereunder as a result of any action taken or omitted to be taken by the Administrative Agent or Placement Agent in such capacity or otherwise incurred or suffered by, made upon, or assessed against the Administrative Agent or Placement Agent in such capacity; provided, that no Financing Party shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, settlements, costs or expenses determined, in the final judgment of a court of competent jurisdiction, to be attributable primarily to gross negligence or willful misconduct on the part of the Administrative Agent or Placement Agent. Without limiting the generality of the foregoing, each Financing Party hereby agrees, in the ratio aforesaid, to reimburse the Administrative Agent and Placement Agent, respectively, promptly following its demand for any out-of-pocket expenses (including, without limitation, attorneys' fees and expenses) incurred by the Administrative Agent, the Placement Agent or their directors, officers, agents and employees hereunder or under the other Transaction Documents, and not promptly reimbursed to the Administrative Agent or the Placement Agent by LTV Steel. Each Financing Party's obligations under this paragraph shall survive the termination of this Agreement and the discharge of LTV Steel's obligations hereunder.
Appears in 1 contract
Samples: Note Purchase and Letter of Credit Agreement (LTV Corp)