Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 15 contracts
Samples: Credit Agreement (Simcala Inc), Credit Agreement (National Equipment Services Inc), Credit Agreement (Simonds Industries Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.
Appears in 11 contracts
Samples: Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Carbo Ceramics Inc), Credit Agreement (Carbo Ceramics Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the each such Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers (and any separate agreements entered into among the parties regarding same), together with such other powers as are reasonably incidental thereto. The No Agent (which term as used in this sentence and in Section 10.5 13.5 and the first sentence of Section 10.6 13.6 hereof shall include its their Affiliates and its their own and its their Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and the other Loan Papers and no Agent shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it any such Agent with reasonable care.
Appears in 5 contracts
Samples: Credit Agreement (Exco Resources Inc), Credit Agreement (Exco Resources Inc), Credit Agreement (Encore Acquisition Co)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 10.06 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 5 contracts
Samples: Credit Facilities and Reimbursement Agreement (Proffitts Inc), Credit Agreement (Proffitts Inc), Credit Agreement (Proffitts Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 SECTION 12.5 and the first sentence of Section 10.6 SECTION 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Gencorp Inc), Credit Agreement (Omnova Solutions Inc), Credit Agreement (Berlitz International Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Required Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care. The Lead Arranger, in its capacity as such, shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, the Lead Arranger shall not have nor be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the Lead Arranger as it makes with respect to the Administrative Agent in the preceding paragraph.
Appears in 3 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.), Credit Agreement (Hi-Crush Partners LP)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Required Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (Triangle Petroleum Corp), Credit Agreement (Triangle Petroleum Corp), Credit Agreement (Flotek Industries Inc/Cn/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.05 and the first sentence of Section 10.6 hereof 8.06 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment). The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Corpbanca/Fi), Credit Agreement (Corpbanca/Fi), Credit Agreement (Corpbanca/Fi)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Tractor Supply Co /De/), Credit Agreement (Modtech Holdings Inc), Credit Agreement (Unifi Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Cultural Access Worldwide Inc), Credit Agreement (Unicapital Corp), Credit Agreement (Sykes Healthplan Services Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably (subject to Section 12.7) appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or AffiliatesPerson; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. 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 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 Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Term Credit Agreement (Mens Wearhouse Inc), Revolving Credit Agreement (Mens Wearhouse Inc), Revolving Credit Agreement (Mens Wearhouse Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Restricted Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.
Appears in 2 contracts
Samples: Master Assignment, Agreement, Amendment No. 1 and Waiver to Credit Agreement and Related Documents (Heckmann Corp), Credit Agreement (Heckmann Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) unless pursuant to the specific written request of the Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 2 contracts
Samples: Credit Agreement (Kendle International Inc), Credit Agreement (Kendle International Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents hereunder with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.05 and the first sentence of Section 10.6 hereof 11.06 shall include reference to its Affiliates and its own and its Affiliates' respective officers, directors, employees, attorneys, accountants, experts and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any LenderBank; (b) makes no representation or warranty to any Bank and shall not be responsible to the Lenders Banks for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceabilityexecution, legality, enforceability or sufficiency of this Agreement, any Credit Document, Note or any other document referred to or provided for therein herein or for any failure by any Credit Party the Company or any other Person (other than the Agent) to perform any of its obligations thereunderhereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Company, its Subsidiaries or any other obligor; (c) shall not be responsible for or have any duty except pursuant to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Documenthereunder; and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection with any Credit Documentherewith including its own ordinary negligence, except for its own gross negligence or willful wilful misconduct. The Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Agent.
Appears in 2 contracts
Samples: Credit Agreement (Newfield Exploration Co /De/), Credit Agreement (Newfield Exploration Co /De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Financing Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Financing Documents, together with such other powers as are reasonably incidental theretoto such powers. The Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 hereof 10.06 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement the Financing Documents, and shall not by reason of any Financing Document be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in any Financing Document, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Financing Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, Financing Document or any other document referred to or provided for therein in any Financing Document or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunderunder any Financing Document; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Financing Document and (ed) shall not be responsible for any action taken or omitted to be taken by it under any Financing Document or under any other document or instrument referred to or provided for in any Financing Document or in connection with any Credit Financing Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith.
Appears in 2 contracts
Samples: Credit Agreement (Cheniere Energy Inc), Credit Agreement (Cheniere Energy Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Lincare Holdings Inc), Credit Agreement (Unicapital Corp)
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Agent NationsBank to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 14.5 and the first sentence of Section 10.6 14.6 hereof ------------ ------------ shall include its Affiliates (including NationsBanc Xxxxxxxxxx Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Imperial Financial Group Inc), Credit Agreement (Imperial Financial Group Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by Borrower or any Credit Obligated Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by Borrower or any Credit Obligated Party or the satisfaction of any condition or to inspect the property (including the books and records) of Borrower or any Credit Obligated Party or any of its the Subsidiaries or AffiliatesAffiliates of Borrower; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Loan Agreement (Uici), Loan Agreement (Uici)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates, or the perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or for any failure of any Credit Party or any other party to any Credit Document to perform its obligations hereunder or thereunder or for the satisfaction of any condition set forth in Section 3.1 or elsewhere; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Required Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct, as determined by a final non-appealable order of a court of competent jurisdiction. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care. The Lead Arranger, in its capacity as such, shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, the Lead Arranger shall not have nor be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the Lead Arranger as it makes with respect to the Administrative Agent in the preceding paragraph.
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Term Loan Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (eiv) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence negligence, bad faith or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. 106
(b) The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Agent may agree at the request of the Required Lenders to act for the Issuing Lender with respect thereto; PROVIDED, HOWEVER, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent" as used in this Section 10 included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lender.
Appears in 2 contracts
Samples: Credit Agreement (Mg Waldbaum Co), Credit Agreement (Mg Waldbaum Co)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Sheridan Healthcare Inc), Credit Agreement (Medcath Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; and (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (American Medical Systems Holdings Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 SECTION 11.5 and the first sentence of Section 10.6 SECTION 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; affiliates;
(d) other than as provided in SECTION 10.2, shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Coca Cola Bottling Group Southwest Inc), Credit Agreement (Texas Bottling Group Inc)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Agent NationsBank to act as its agent Administrative Agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically and respectively delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto.
(b) The Administrative Agent shall administer the Credit Facility in the same manner as if the entire Aggregate Commitment were held by the Administrative Agent in its own portfolio. The Administrative Agent shall forward to the Lenders all documents received by the Administrative Agent from any Credit Party pursuant to the terms of this Agreement, unless such Credit Party is obligated under this Agreement to make delivery of such documents to the Lenders.
(c) The Administrative Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 hereof 12.6 of this Agreement shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunderunder this Agreement; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconductmisconduct or breach of an express agreement made by the Administrative Agent to any other Lender contained herein. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Golf Trust of America Inc), Credit Agreement (Golf Trust of America Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; and (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (U S Restaurant Properties Inc), Term Loan Credit Agreement (U S Restaurant Properties Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 SECTION 11.5 and the first sentence of Section 10.6 SECTION 11.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party party hereto or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the parties hereto or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Allied Capital Corp), Credit Agreement (Allied Capital Corp)
Appointment, Powers and Immunities. Each Lender Secured Party hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderSecured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Secured Parties; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Pioneer Drilling Co), Credit Agreement (Pioneer Drilling Co)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent and/or the Collateral Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent and the Collateral Agent (which term terms as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its each of their respective Affiliates and its their own and its each of their respective Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent and the Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent or the Collateral Agent, as applicable, with reasonable care.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 8.5 hereof. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made by a member of the Consolidated Group or any other Lender in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The title of Documentation Agent is bestowed in recognition of the participation in this credit by the Documentation Agent, and such title shall not impose or imply any duties or responsibilities whatsoever of the Documentation Agent, in its respective capacity as such, to the Borrower, the Guarantors, the Administrative Agent or the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Ict Group Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 hereof and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, directors employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Data General Corp)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (eiv) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for to the extent that the taking of such action or omission is found by a final and nonappealable decision of a court of competent jurisdiction to constitute its own gross negligence negligence, bad faith or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Section 10 included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lender.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 SECTION 9.05 and the first sentence of Section 10.6 SECTION 9.06 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Revolving Credit and Reimbursement Agreement (Wackenhut Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Boots & Coots International Well Control Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible to any Lender for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints Bank of America as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes Bank of America as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 SECTION 12.5 and the first sentence of Section 10.6 SECTION 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 hereof 11.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders Lenders, or any of them, for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Company or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Company or any Credit Party other Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Company or any of its Subsidiaries or AffiliatesAffiliates or any other Person; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document except as specifically provided in such Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Revolving Credit Agreement (Take Two Interactive Software Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Benihana Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement or in any other Loan Document and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Related Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Related Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Related Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby -------------------------------------- irrevocably appoints and authorizes the each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the each such Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The No Agent (which term as used in this sentence and in Section 10.5 13.5 and ------------ the first sentence of Section 10.6 13.6 hereof shall include its Affiliates their affiliates and its ------------ their own and its Affiliatestheir affiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and no Agent shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its their Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Banks identified as Co-Agents under this Agreement shall not have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity. Each Bank acknowledges that it has not relied, and will not rely, on any Bank identified as a Co-Agent in deciding to enter into this Agreement or in taking or not taking action hereunder.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Secured Party hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderSecured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Secured Parties; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 10.06 hereof shall include its Affiliates affiliates and the Agent's and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Modis Professional Services Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its administrative agent under this Credit Amended Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Amended Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Amended Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the 84 negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Amended Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Amended Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and the Loan Documents and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliatesaffiliates; and
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The term “Agent” as used in the Loan Documents shall not connote any fiduciary or other implied obligation under applicable law, and is used solely as a matter of market custom to connote an administrative relationship between independent contracting parties.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 hereof 9.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; , (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; , (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; , (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Loan Document except pursuant to the request of the Required Lenders (but subject to Sections 9.2 and 9.3), and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Issuing Lender shall act on behalf of the Lenders with respect to Letters of Credit issued under this Agreement and the documents associated therewith. It is understood and agreed that the Issuing Lender (a) shall have all of the benefits and immunities (i) provided to the Agent in this Section 9 with respect to acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued under this Agreement and the documents associated therewith as fully as if the term "Agent" as used in this Section 9 included the Issuing Lender with respect to such acts or omissions and (ii) as provided elsewhere in this Agreement and (b) shall have all of the benefits of the provisions of Section 9.5 as fully as if the term "Agent" as used in Section 9.5 included the Issuing Lender.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Document except as directed by and together with the Required Lenders; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Kellwood Co)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes each of the Agent Agents to act as its agent hereunder and (as applicable) under this Credit Agreement and the other Credit Documents to which such Agent is a party with such powers and discretion as are specifically delegated to the such Agent by the terms of this Credit Agreement and (as applicable) the other Credit DocumentsDocuments to which such Agent is a party, together with such other powers as are reasonably incidental thereto. The Each Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof 12.5 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives and agents): (ai) shall not have any no duties or responsibilities except those expressly set forth in this the Credit Agreement Documents to which such Agent is a party and shall not by reason of this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; Bank, (bii) shall not be responsible to the Lenders any Bank for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in any Credit Document, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, Document or any other document referred to or provided for therein herein or for any failure by any Credit Party or any other Person Obligor to perform any of its obligations hereunder or thereunder; , Gerdau Export and Working Capital Agreement (ciii) shall not be responsible for or have any duty except as expressly provided in the Credit Documents to ascertainwhich such Agent is a party, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; , and (eiv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection with any Credit Documentherewith, except for its own gross negligence or willful misconduct. The Agent may employ agents Gerdau Export and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.Working Capital Agreement
Appears in 1 contract
Samples: Senior Export and Working Capital Facility Agreement
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be or be deemed to be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Restricted Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Restricted Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Restricted Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any 100 of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each 9.1.1 In order to expedite the transactions contemplated by this Agreement, each Lender hereby irrevocably appoints and authorizes the Agent Investec Bank plc, to act as its agent under this Credit Agreement and Administrative Agent. None of the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms Agents or any of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof their respective Related Parties shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Agreement and shall not Document, or be a trustee or a fiduciary for any Lender; Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Credit Documents or otherwise exist against Administrative Agent, Depositary Agent or Collateral Agent (bother than those implied as a matter of applicable law that are not capable of being waived). It is understood and agreed that the use of any of the terms “agent,” “arranger” or “bookrunner” herein or in any other Credit Documents (or any other similar term) with reference to Administrative Agent or any other Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Legal Requirements. 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. Notwithstanding anything to the contrary contained herein, none of the Agents or any of their respective Related Parties shall not be liable as such for any action taken or omitted by any of them except for its or their own bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment), or required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or that exposes any of the Agents or any of their respective Related Parties (as the case may be) to any liability. None of the Agents, the Lenders nor any of their respective Related Parties shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Credit Document, or be responsible to for (i) any recitals, statements, representations or warranties made by any other Person contained in this Agreement or the Lenders for other Credit Documents or the contents of any recitaldocument delivered in connection herewith or therewith, statement, representation, or warranty (whether written or oral) made in the other Credit Documents or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentAgent, or any other document referred to Secured Party under this Agreement or provided for therein or for any other Credit Document, (ii) any failure by any Credit Loan Party or any other Person its Affiliates to perform their respective obligations hereunder or thereunder, or (iii) the failure, delay in performance or breach by any Lender of any of its obligations thereunder; (c) shall not be responsible for hereunder or have as a result of any duty to ascertain, inquire intoinformation provided by any Lender, or verify to any Lender on account of the failure of or delay in performance or observance breach by any other Lender or any Loan Party of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under their respective obligations hereunder or in connection with any Credit Document, except for its own gross negligence or willful misconductherewith. The Each Agent may employ execute any and all duties hereunder by or through any agents or employees or any sub-agent appointed by it, and attorneys-in-fact and none of the Agents shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
9.1.2 Without limiting the generality of the foregoing, (a) Administrative Agent may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent, (b) each Agent may consult with legal counsel, 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 the advice of such counsel, accountants or experts, (c) none of the Agents makes any warranty or representation to any other Secured Party for any statements, warranties or representations made in or in connection with any Credit Document, (d) none of the Agents shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Document on the part of any party thereto, to inspect the property (including the books and records) of any Loan Party or any other Person or to ascertain or determine whether a Material Adverse Effect exists or is continuing, provided that (i) Administrative Agent shall have a duty to inquire in the event that a scheduled payment required under Article II of this Agreement is not received when due and (ii) each Agent shall have a duty to inquire in the event that any item specifically required to be delivered to such Agent under the Credit Documents is not so delivered on the date required thereunder and (e) none of the Agents shall be responsible to any other Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of any Credit Document or any other instrument or document furnished pursuant thereto other than with respect to themselves. Except as otherwise provided under this Agreement and the other Credit Documents, each Agent shall take, or omit, such action with respect to the Credit Documents as shall be directed in writing by the Required Lenders or, if expressly so provided, all Lenders. No Agent shall have any duty to take any discretionary action or exercise any discretionary powers and shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Document unless it shall first receive the advice or concurrence of the Borrower, Administrative Agent, Collateral Agent or Required Lenders, as applicable, and until the instructions are received, such Agent shall act, or refrain from acting, as it deems advisable (which shall not constitute an unreasonable delay of condition on or withholding of such action). The other Secured Parties further acknowledge and agree that so long as any Agent shall make any determination to be made by it hereunder or under any other Credit Document in good faith, such Agent shall have no liability in respect of such determination to any Person. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and may consult with the applicable Independent Consultants in the exercise of such powers, rights and remedies and the performance of such duties. To the extent of any conflict or inconsistencies between the functions, responsibilities, duties, obligations or liabilities of Depositary Agent set forth in this Article 9 and those set forth in the Depositary Agreement, the terms of the Depositary Agreement shall govern.
9.1.3 Neither of the Sole Bookrunner or Lead Arranger shall have any right, power, obligation, liability, responsibility or duty under this Agreement. Without limiting the foregoing, neither the Lead Arranger nor the Sole Bookrunner shall have or be deemed to have a fiduciary relationship with any Secured Party. Each Secured Party hereby makes the same acknowledgments with respect to the Lead Arranger and the Sole Bookrunner as it makes with respect to the Agents in this Article 9. The parties hereto acknowledge that the Sole Bookrunner and the Lead Arranger hold such title in name only, and that such titles confer no additional rights or obligations relative to those conferred on any Secured Party hereunder.
9.1.4 In the event Administrative Agent receives any notice of an Default or Event of Default, Administrative Agent shall promptly post or deliver a copy of such notice to each Lender and each other Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Agreement and the other Credit Documents, including specifically the provisions of Section 8.5 hereof. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made by a member of the Consolidated Group or other Lender in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (div) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document, except as expressly provided under the Credit Documents; and (ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the each Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The Each Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-attorneys- in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.05 and the first sentence of Section 10.6 hereof 8.06 shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, employees and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or any other Person or the satisfaction of any condition (including any condition referred to in Article III) or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliatesother Person; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; (e) shall not be responsible for or have any duty to conduct any due diligence with respect to the Borrower, any of its Subsidiaries, the Acquired Business, the Year 2000 Problem or any other matter; and (ef) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Semco Energy Inc)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; , (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other 92 document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; , (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; , (div) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Loan Document except pursuant to the request of the Required Lenders (but subject to Sections 10.2 and 10.3), and (ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
(b) The Issuing Bank shall act on behalf of the Lenders with respect to Letters of Credit issued under this Agreement and the documents associated therewith. It is understood and agreed that the Issuing Bank (i) shall have all of the benefits and immunities (A) provided to the Administrative Agent in this Section 10 with respect to acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued under this Agreement and the documents associated therewith as fully as if the term "Administrative Agent," as used in this Section 10, included the Issuing Bank with respect to such acts or omissions and (B) as additionally provided in this Agreement and (ii) shall have all of the benefits of the provisions of Section 10.5 as fully as if the term "Administrative Agent," as used in Section 10.5, included the Issuing Bank (other than for the gross negligence or willful misconduct of the Issuing Bank).
Appears in 1 contract
Samples: Credit Agreement (Juno Lighting Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Bank of America to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof SECTION 14.5 shall include its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (First Investors Financial Services Group Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agentsAdministrative Agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-attorneys- in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Highwoods Realty LTD Partnership)
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Restricted Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Restricted Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Restricted Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, under this Credit Agreement the Security Documents and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement Agreement, the Security Documents and the other Credit Documents, Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement Agreement, the Security Documents and the other Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) , nor is the Administrative Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect thereof or in respect of any Lender. The Administrative Agent shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, the Security Documents, or warranty (whether written or oral) made the other Loan Documents, in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Documentthis Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Documentthis Agreement, the Security Documents or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by any Credit Party Co-Borrowers or any other Person of their respective Subsidiaries to perform any of its obligations thereunder; (c) hereunder or under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible to any Lender, except as to money or the securities received by it or its authorized agents, for the negligence or have any duty to ascertain, inquire into, misconduct of itself or verify the performance its employees or observance of any covenants such agents or agreements attorneys-in-fact, if such agents or attorneys-in-fact are selected by any Credit Party or it with reasonable care. Neither the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or Administrative Agent nor any of its Subsidiaries directors, officers, employees or Affiliates; (d) agents shall not be required to initiate liable or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it or them hereunder, under the Security Documents or the other Loan Documents or in connection with any Credit Documentherewith or therewith, except for its or their own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 11.05 and the first sentence of Section 10.6 hereof 11.06 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ai) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (bii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceabilityexecution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Credit Document, Note or any other document referred to or provided for therein herein or for any failure by any Credit Party the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations thereunder; (c) shall not be responsible hereunder or thereunder or for the existence, value, perfection or have any duty to ascertain, inquire into, or verify the performance or observance priority of any covenants or agreements by any Credit Party collateral security or the satisfaction financial or other condition of any condition or to inspect the property (including the books and records) of any Credit Party or any of Borrower, its Subsidiaries or Affiliatesany other obligor or guarantor; (diii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Documenthereunder; and (eiv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection with any Credit Documentherewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 10.05 and ------------- the first sentence of Section 10.6 10.06 hereof shall include its Affiliates affiliates and its ------------- own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Proffitts Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, respon sibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby ----------------------------------- irrevocably appoints and authorizes the each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the each such Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The No Agent (which term as used in this sentence and in Section 10.5 14.5 and ------------ the first sentence of Section 10.6 14.6 hereof shall include its their Affiliates and its ------------ their own and its their Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and the other Loan Papers and no Agent shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its their Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it any such Agent with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably ----------------------------------- appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 and the first ------------ sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliates------------ affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible to any Lender for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender Secured Party (other than the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lenderother Secured Party; (b) shall not be responsible to the Lenders other Secured Parties for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the 108 property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agentsAdministrative Agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Documents, with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Seacastle Inc.)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (eiv) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence negligence, bad faith or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
(b) The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Agent may agree at the request of the Required Lenders to act for the Issuing Lender with respect thereto; PROVIDED, HOWEVER, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent" as used in this Section 10 included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lender.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): ):
(ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; Bank;
(bii) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Company or Guarantor or any other Person to perform any of its obligations thereunder; ;
(ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Company or Guarantor or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Company or Guarantor or any of its Subsidiaries or Affiliates; ;
(div) except as set forth in Section 11.3, shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care; provided, that nothing contained herein shall relieve such agents and attorneys-in-fact for its or their gross negligence or wilful misconduct.
(b) The Issuing Bank shall act on behalf of the Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Agent may agree at the request of the Required Banks to act for such Issuing Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities, 122 130 including without limitation the right to resign under Section 11.7, (i) provided to the Agent in this Article XI with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the Application and Agreements for Letters of Credit pertaining to the Letters of Credit as fully as if the term "Agent" as used in this Article XI, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 7.5 and the first sentence of Section 10.6 7.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 hereof 9.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, agents, and agentsadvisors): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; , (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; , (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; , (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Loan Document except pursuant to the request of the Required Lenders (but subject to Sections 9.2 and 9.3), and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Issuing Lender shall act on behalf of the Lenders with respect to Letters of Credit issued under this Agreement and the documents associated therewith. It is understood and agreed that the Issuing Lender (x) shall have all of the benefits and immunities (i) provided to the Agent in this Section 9 with respect to acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued under this Agreement and the documents associated therewith as fully as if the term "Agent" as used in this Section 9 included the Issuing Lender with respect to such acts or omissions and (ii) as provided elsewhere in this Agreement and (y) shall have all of the benefits of the provisions of Section 9.5 as fully as if the term "Agent" as used in Section 9.5 included the Issuing Lender.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section SECTION 10.5 and the first sentence of Section SECTION 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall 77 not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (V F Corp /Pa/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 13.5 and the first sentence of Section 10.6 13.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Borrower or any Credit Party Guarantor or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Bec Group Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 7.5 and the first sentence of Section 10.6 hereof 7.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Banks in writing and it receives indemnification satisfactory to it from the Banks; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 SECTION 11.5 and the first sentence of Section 10.6 SECTION 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 14.5 and the first sentence of Section 10.6 14.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): )
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or their Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent NationsBank, N.A. to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 13.5 and the first sentence of Section 10.6 13.6 hereof shall include its Affiliates (including NationsBanc Xxxxxxxxxx Securities, Inc). and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Obligated Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Obligated Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Obligated Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; condition;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Document except, subject to Section 12.2, at the direction of the Required Lender; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Bank of America to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 SECTION 13.5 and the first sentence of Section 10.6 hereof SECTION 13.6 shall include its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit 75 81 Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document, unless directed by the Required Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence negligence, willful misconduct or willful misconductbreach of this Credit Agreement. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith and with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 SECTION 12.5 and the first sentence of Section 10.6 hereof SECTION 12.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Company or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Company or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Company or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Bank of America to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof 12.5 shall include its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Fyi Inc)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Bank further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 8.5. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The titles of Syndication Agent, Managing Agent and Co-Agent are bestowed in recognition of the participation in this credit by the Syndication Agent, Managing Agent and Co-Agent, and such title shall not impose or imply any duties or responsibilities whatsoever of the Syndication Agent, Managing Agent or Co- Agent, in their respective capacity as such, to the Borrower, the Guarantors, the Administrative Agent or the Banks.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party 84 or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably ----------------------------------- appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 and the first ------------ sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliates------------ affiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and the other Loan Documents and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made by any Credit Party in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Document (except as directed by the Required Lenders in accordance with the terms of the Loan Documents); and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Cone Mills Corp)
Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.05 and the first sentence of Section 10.6 9.06 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (bii) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Borrower or any Credit Party other Group Member or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliatesother Group Member; (div) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.,
Appears in 1 contract
Samples: Credit Agreement (Florida East Coast Industries Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any 91 Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender and the Issuing Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Notwithstanding any provision to the contrary elsewhere herein and the other Loan Documents, the Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 10.7 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement or any of the other Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders Lenders, or any of them, for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Section 10.1 are solely for the benefit of the Agent and the Lenders, and none of the Loan Parties shall have any rights as a third party beneficiary of the provision hereto. In performing its functions and duties under this Agreement and the other Loan Documents, the Agent shall act solely as Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligations or relationship of Agency or trust with or for any Loan Party or any of their respective Affiliates.
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes (i) the Administrative Agent to act as its Administrative Agent under this Credit Agreement and the other Credit Documents and (ii) the Project Administrative Agent to act as its project administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent and the Project Administrative Agent respectively by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): Administrative Agents) and the Project Administrative Agent: (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.property
Appears in 1 contract
Samples: Credit Agreement (Nordstrom Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section SECTION 10.5 and the first sentence of Section SECTION 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Party, Lender or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Revolving Credit and Reimbursement Agreement (Watsco Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 8.5 hereof. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The titles of Syndication Agent and Documentation Agent are bestowed in recognition of the participation in this credit by the Syndication Agent and the Documentation Agent, and such title shall not impose or imply any duties or responsibilities whatsoever of the Syndication Agent or the Documentation Agent, in their respective capacity as such, to the Borrower, the Guarantors, the Administrative Agent or the Lenders.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and ------------ the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its ------------ own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 8.05 and the first sentence of Section 10.6 hereof 8.06 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; (div) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment). The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Corpbanca/Fi)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence two sentences of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Agreement Documents and shall not be a trustee or fiduciary for any LenderLender or other Secured Party; (b) shall not be responsible to the Lenders Secured Parties for any recital, statement, representation, representation or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, into or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or the use of the proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. The provisions of this Section 9 are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.
Appears in 1 contract
Samples: Credit Agreement (Flo Fill Co Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 8.5 hereof. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-in- fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Ventiv Health Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.willful
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 SECTION 12.5 and the first sentence of Section 10.6 SECTION 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): ):
(a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; ;
(b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; ;
(c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; affiliates;
(d) except as provided in this Agreement, shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and and
(e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 hereof and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.
Appears in 1 contract