Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct; (d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and (e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 8 contracts
Samples: Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 6 contracts
Samples: Revolving Credit Agreement (Atlas Energy Resources, LLC), Revolving Credit Agreement (Atlas Energy Resources, LLC), Credit Agreement (Georesources Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other 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 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in 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 such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 6 contracts
Samples: Credit Agreement (Kinder Morgan Energy Partners L P), Credit Agreement (Kinder Morgan Energy Partners L P), Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 6 contracts
Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co), Credit Agreement (Wca Waste Corp)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 10.05 hereof and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other LenderBank;
(b) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person Company to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Motorola Solutions, Inc.), Revolving Credit Agreement (Motorola Solutions, Inc.), Term Loan Credit Agreement (Motorola Solutions, Inc.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of or the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term is expressly authorized as used in agent to enforce, on behalf of the Lenders, all rights and remedies available to it or the Lenders under this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officersAgreement, directors, employees and agents):
(a) any other Loan Document or applicable law. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and in under the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be trustee for, or otherwise have a fiduciary or trustee for relationship in respect of, any Lender except to the extent that the Administrative Lender. The Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person Loan Party to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the gross negligence or willful misconduct of any such agents or attorneys-in-fact selected by it in good faiththe Agent with reasonable care. The Administrative Neither the Agent may deem and treat the payee nor any of a Note as the holder thereof its Affiliates, directors, officers, employees, attorneys or agents shall be liable or responsible for all purposes hereof unless and until a notice of the assignment any action taken or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer omitted to be subject to the provisions of Section 14.07. Except to the extent expressly provided taken by them hereunder or in Sections 13.08 and 13.10connection herewith, the provisions of this Article XIII are solely except for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify their own gross negligence or waive such provisions of this Article XIII in their sole and absolute discretionwillful misconduct.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Ag-Chem Equipment Co Inc), Revolving Credit Agreement (Ag-Chem Equipment Co Inc), Long Term Revolving Credit Agreement (Ag-Chem Equipment Co Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 4 contracts
Samples: Credit Agreement (McMoran Exploration Co /De/), Credit Agreement (McMoran Exploration Co /De/), Credit Agreement (McMoran Exploration Co /De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Atlas America Inc), Revolving Credit Agreement (Atlas Pipeline Holdings, L.P.), Revolving Credit and Term Loan Agreement (Atlas America Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and of the other Loan 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and or in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document Credit Document, be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty Lender. Notwithstanding anything to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contrary contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Document or Applicable Lawany applicable Governmental Rule. The relationship between the Administrative Neither Agent and each nor any Lender is a contractual relationship only, and nothing herein shall be deemed responsible to impose on the Administrative Agent any obligations other than those Lender for which express provision is any recitals, statements, representations or warranties made herein by FIL, Borrower or any other Guarantor contained in this Agreement or in any other Credit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentsCredit Document or for any failure by FIL, Borrower or any other Guarantor to perform their respective obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Neither Agent may deem and treat the payee nor any of a Note as the holder thereof its directors, officers, employees, agents or advisors shall be responsible to any Lender for all purposes hereof unless and until a notice of the assignment any action taken or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer omitted to be subject taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the provisions of Section 14.07. Except to Credit Documents as shall be directed by the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Required Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 4 contracts
Samples: Credit Agreement (Flextronics International LTD), Credit Agreement (Flextronics International LTD), Credit Agreement (Flextronics International LTD)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 4 contracts
Samples: Credit Agreement (Kinder Morgan Energy Partners Lp), Credit Agreement (Miller Exploration Co), Credit Agreement (Castle Dental Centers Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 4 contracts
Samples: Credit Agreement (Atlas America Inc), Credit Agreement (Atlas America Inc), Credit Agreement (Resource America Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 SECTION 11.05 and the first sentence of Section 13.06 SECTION 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to SECTION 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 4 contracts
Samples: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp), Revolving Credit and Term Loan Agreement (Atlas America Inc), Revolving Credit Agreement (Atlas Pipeline Holdings, L.P.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 11 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsNotes, and shall not by reason of this Agreement or any other Loan Document Note be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Documentthe Notes, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Documentthe Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Note except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document Note or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 4 contracts
Samples: Credit Agreement (RPM Inc/Oh/), Credit Agreement (RPM Inc/Oh/), Credit Agreement (RPM Inc/Oh/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, any such assignment or transfer Agent and consented to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative by Agent and the Lenders, and the Borrower (which consent shall not have be unreasonably withheld). The Agent is authorized to release any rights as a third-party beneficiary of any collateral that is permitted to be sold or released pursuant to the terms of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Kinder Morgan Energy Partners Lp), Credit Agreement (Kinder Morgan Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints ---------------------------------- and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of under the other 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 13.05 10.05 and the first sentence of Section 13.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to the collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Samples: Credit Agreement (Mediacom LLC), Credit Agreement (Mediacom LLC)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence -71- and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Wca Waste Corp), Credit Agreement (Wca Waste Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints ---------------------------------- and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and of the other Loan 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and or in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document Credit Document, be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty Lender. Notwithstanding anything to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contrary contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Document or Applicable Lawany applicable Governmental Rule. The relationship between the Administrative Neither Agent and each nor any Lender is a contractual relationship only, and nothing herein shall be deemed responsible to impose on the Administrative Agent any obligations other than those Lender for which express provision is any recitals, statements, representations or warranties made herein by Borrower or any of its Subsidiaries contained in this Agreement or in any other Credit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentsCredit Document or for any failure by Borrower or any of its Subsidiaries to perform their respective obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Neither Agent may deem and treat the payee nor any of a Note as the holder thereof its directors, officers, employees, agents or advisors shall be responsible to any Lender for all purposes hereof unless and until a notice of the assignment any action taken or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer omitted to be subject taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the provisions of Section 14.07. Except to Credit Documents as shall be directed by the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Required Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Samples: Credit Agreement (Acuson Corp), Credit Agreement (Acuson Corp)
Appointment, Powers and Immunities. Each Lender Purchaser hereby irrevocably appoints and authorizes the Administrative Agent Bank of Utah, and Bank of Utah hereby accepts such appointment, to act as its agent Security Trustee hereunder and under the other Loan Operative Documents with such powers as are specifically delegated to the Administrative Agent Security Trustee by the terms of this Agreement and Agreement, of the other Loan Operative Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Security Trustee (which term as used in this sentence and in Section 13.05 15(j)(v) and the first sentence of Section 13.06 15(j)(vi) shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Operative Documents, and shall not by reason of this Agreement or any other Loan Operative Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
Purchaser; (b) shall not be responsible to the Lenders Purchasers for any recitals, statements, representations or warranties contained in this Agreement or Agreement, in any other Loan Operative Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or Agreement, any other Loan Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or Note, any other Loan Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Owner or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Operative Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or hereunder, under any other Loan Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Security Trustee 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. The Administrative Agent Security Trustee may deem and treat the payee of a any Note as the holder Holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed filed, together with the Administrative Agent, any consent of the Lessee to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionSection 14(c)).
Appears in 2 contracts
Samples: Note Purchase Agreement (Virgin America Inc.), Note Purchase Agreement (Virgin America Inc.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 13.5 and the first sentence of Section 13.06 13.6 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate any such action taken or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between omitted violates the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or Agent's standard of care set forth in the other Loan Documentsfirst sentence of Section 13.5. The Administrative Agent may employ agents and attorneys-in-fact fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents or agents, attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Samples: Loan Agreement (Metropolis Realty Trust Inc), Loan Agreement (Center Trust Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other 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 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in 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 such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 2 contracts
Samples: Credit Agreement (Kinder Morgan Energy Partners L P), Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 12.5 and the first sentence of Section 13.06 12.6 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations representations, or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement, any Note Note, or any other Loan Document or any other document referred to or provided for herein or therein therein, or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible to Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security DocumentsLenders, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable LawGovernmental Requirement. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to Lenders for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.0713.11. Except to the extent expressly provided in Sections 13.08 12.8 and 13.1012.10, the provisions of this Article XIII Section 12 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-third party beneficiary of any of the provisions hereof and the Lenders may Modify modify or waive such provisions of this Article XIII Section 12 in their sole and absolute discretion.
Appears in 2 contracts
Samples: Credit Agreement (Prentiss Properties Trust/Md), Credit Agreement (Prentiss Properties Trust/Md)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Samples: Credit Agreement (Queen Sand Resources Inc), Credit Agreement (Flores & Rucks Inc /De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall administer the Loan and the Loan Documents in a manner consistent with its administration of other loans which it holds for its own account, but subject to the foregoing, shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Samples: Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
, but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and herein or in the other Loan DocumentsNotes, and shall not by reason hereof or by reason of this Agreement or any other Loan Document the Notes be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms hereof or of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionNotes.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Ashland Inc), 364 Day Revolving Credit Agreement (Ashland Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Agents to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent Agents by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Each of the Agents (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its their Affiliates and its own and its their Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Obligors or any other Person (other than such Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Obligors, their Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Agents 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent Agents may deem and treat the payee of a 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 U.S. Agent, . Each of the Agents is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Petrocorp Inc), Credit Agreement (Petrocorp Inc)
Appointment, Powers and Immunities. Each Lender of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to act as take such actions on its agent hereunder behalf and under the other Loan Documents with to exercise such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Operative Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities obligations except those expressly set forth in this Agreement herein and in the other Loan Operative Documents. Without limiting the generality of the foregoing (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Operative Document that the Administrative Agent is required to exercise in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.01), and (c) except as expressly set forth herein or in the other Operative Documents, the Administrative Agent shall not have any duty to disclose, and shall not by reason of this Agreement be liable for the failure to disclose, any information relating to the Credit Parties or any other Loan Document be a fiduciary of their Subsidiaries that is communicated to or trustee for any Lender except to obtained by the extent that the bank serving as Administrative Agent acts as an agent with respect to the receipt or payment any of funds, nor shall the its Affiliates in any capacity. The Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible liable for any action taken or omitted to be not taken by it hereunder with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under any other Loan Document or under any other document or instrument referred to or the circumstances as provided for herein or therein in Section 9.01) or in connection herewith or therewith, except for the absence of its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ perform any and all its duties and exercise its rights and powers by or through any one or more sub agents and attorneys-in-fact and shall not be responsible for appointed by the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithAdministrative Agent. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07sub agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. Except to the extent expressly provided in Sections 13.08 and 13.10, the The exculpatory provisions of this Article XIII are solely for VIII shall apply to any such sub agent and to the benefit Related Parties of the Administrative Agent and the Lendersany such sub-agent, and shall apply to their respective activities in connection with the Borrower shall not have any rights as a third-party beneficiary of any syndication of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretioncredit facilities provided for herein as well as activities as Administrative Agent.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Continental Airlines Inc /De/), Credit and Guaranty Agreement (Continental Airlines Inc /De/)
Appointment, Powers and Immunities. Each Lender of the Lenders and the Issuing Bank hereby irrevocably appoints and authorizes Wachovia to act on its behalf as the Administrative Agent to act as its agent hereunder and under the other Loan Documents with and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documentshereof or thereof, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent (which term as used in this sentence shall not have any duties or obligations except those expressly set forth herein and in Section 13.05 and the first sentence other Loan Documents. Without limiting the generality of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officersthe foregoing, directors, employees and agents):the Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall not have no duties any duty to take any discretionary action or responsibilities exercise any discretionary powers, except those discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Governmental Requirement; and
(c) shall not, except as expressly set forth in this Agreement herein and in the other Loan Documents, have any duty to disclose, and shall not by reason of this Agreement or be liable for the failure to disclose, any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty information relating to the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other Lender;
number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 12.16 and Section 10.02) or (bii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall not be responsible for or have any duty to the Lenders for ascertain or inquire into (i) any recitalsstatement, statements, representations warranty or warranties contained representation made in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or for other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the valueperformance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, effectivenessenforceability, genuineness, enforceability effectiveness or sufficiency genuineness of this Agreement, any Note or any other Loan Document or any other agreement, instrument or document referred or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to or provided for herein or therein or for any failure by confirm receipt of items expressly required to be delivered to the Borrower or any other Person to Administrative Agent. The Administrative Agent may perform any and all of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it duties and exercise its rights and powers hereunder or under any other Loan Document by or under through any other document one or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed more sub-agents appointed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan DocumentsAgent. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents sub-agent may perform any and all of its duties and exercise its rights and powers by or attorneys-in-fact selected by it in good faiththrough their respective Related Parties. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the exculpatory provisions of this Article XIII are solely for shall apply to any such sub-agent and to the benefit Related Parties of the Administrative Agent and the Lendersany such sub-agent, and shall apply to their respective activities in connection with the Borrower shall not have any rights as a third-party beneficiary of any syndication of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretioncredit facilities provided for herein as well as activities as Administrative Agent.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.), Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Appointment, Powers and Immunities. Each Lender and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents and shall not be a trustee for any Lender or the Issuing Lender, 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 or the Issuing Lender. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not by reason of this Agreement be liable for the failure to disclose, any information relating to the Company or any other Loan Document be a fiduciary of its Subsidiaries that is communicated to or trustee for any Lender except to obtained by the extent that the bank serving as Administrative Agent acts as an agent with respect to the receipt or payment any of funds, nor shall the its Affiliates in any capacity. The Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders or the Issuing Lender for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document 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 the Borrower Company, or any other Person of their respective Subsidiaries to perform any of its obligations hereunder or thereunder;
(c) 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, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 2 contracts
Samples: Credit Agreement (Medical Action Industries Inc), Credit Agreement (Medical Action Industries Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Xxxxx Fargo to act as its administrative agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its each of their Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
) nor any agent: (a) shall have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Black Stone Minerals, L.P.), Credit Agreement (Black Stone Minerals, L.P.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 11 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsNotes, and shall not by reason of this Agreement or any other Loan Document Note be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Documentthe Notes, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Documentthe Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Note except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document Note or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 2 contracts
Samples: Credit Agreement (RPM International Inc/De/), Credit Agreement (RPM International Inc/De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 2 contracts
Samples: Senior Revolving Credit Agreement (Transcoastal Marine Services Inc), Credit Agreement (Atp Oil & Gas Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Letters of Credit and the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 11.01 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agentsagents and to Chase acting in its individual capacity hereunder as issuer of Participation Letters of Credit):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Letters of Credit and in the other Loan Basic Documents, and shall not by reason of this Agreement Agreement, the Letters of Credit or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of fundsLender, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Letters of Credit or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Letters of Credit or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
, (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Basic Document except to the extent requested by the Required Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters of Credit, any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents 71 78 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice any way limiting any of the assignment or transfer thereof shall have been filed with the Administrative Agentforegoing, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of each Lender acknowledges that the Administrative Agent shall have no greater responsibility in the operation of Letters of Credit than is specified in the Uniform Customs and the LendersPractice for Documentary Credits (1993 Revision), and the Borrower shall not have International Chamber of Commerce Publication No. 500 (or any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify replacement or waive such provisions of this Article XIII revision thereof in their sole and absolute discretioneffect from time to time).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Bank and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent Xxxxx Fargo to act as its agent hereunder and under the other Loan Documents and to act as agent hereunder and under the other Loan Documents for each Bank’s Affiliates who are owed Obligations (such Affiliate by acceptance of the benefits of the Loan Documents ratifies such appointment) with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Neither Agent (which term as used in this sentence and in Section 13.05 and the first sentence nor any of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ , officers, directors, employees and agents):
employees, attorneys, or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, Agent (a) may treat the payee of any Revolving Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (b) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender Secured Party; (c) shall not be required to initiate any litigation or collection proceedings under any Loan Document except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
requested by Required Banks; (bd) shall not be responsible to the Lenders any Secured Party for any recitals, statements, representations representations, or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document documentation referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document documentation referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (ce) may consult with legal counsel (including counsel for Borrower), independent public accountants, and other experts selected by it and shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants, or experts; and (f) shall incur no liability under or in respect of any other Loan Document by acting upon any notice, consent, certificate, or under other instrument or writing believed by it to be genuine and signed or sent by the proper party or parties. As to any other document or instrument referred to or matters not expressly provided for herein or therein by any Loan Document, Agent shall in all cases be fully protected in acting, or in connection herewith refraining from acting, hereunder in accordance with instructions signed by Required Banks, and such instructions of Required Banks and any action taken or therewithfailure to act pursuant thereto shall be binding on all of the Secured Parties; provided, except for its own gross negligencehowever, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) that Agent shall not be required to take any action which exposes it to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionapplicable law.
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 Agreement and under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Basic Documents, together with such other powers as are reasonably incidental theretoto such powers. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein in any Basic Document or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder;
under any Basic Document; (c) shall not be required to initiate or conduct any litigation or collection proceedings under any Basic Document; (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein in any Basic Document or in connection herewith or therewithwith any Basic Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof of such Note for all purposes hereof of the Basic Documents unless and until a notice of the assignment or transfer thereof of such Note shall have been filed with the Administrative Agent, any together with the consent of the Company to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionSection 11.06(b)).
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the -88- other 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 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates', officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 12.06(b)).
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and of the other Loan 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and or in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document Credit Document, be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty Lender. Notwithstanding anything to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contrary contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Document or Applicable Lawany applicable Governmental Rule. The relationship between the Administrative Neither Agent and each nor any Lender is a contractual relationship only, and nothing herein shall be deemed responsible to impose on the Administrative Agent any obligations other than those Lender for which express provision is any recitals, statements, representations or warranties made herein by Borrowers or any of their Subsidiaries contained in this Agreement or in any other Credit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentsCredit Document or for any failure by Borrowers or any of their Subsidiaries to perform their respective obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Neither Agent may deem and treat the payee nor any of a Note as the holder thereof its directors, officers, employees, agents or advisors shall be responsible to any Lender for all purposes hereof unless and until a notice of the assignment any action taken or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer omitted to be subject taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the provisions of Section 14.07. Except to Credit Documents as shall be directed by the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Required Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other 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 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ Affiliates= officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in 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 such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents (and specifically as agent under the U.K. Pledge Agreement) with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 11.05 hereof and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of Credit Agreement any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee (or Registered Holder, as the case may be) of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 12.06(b) hereof).
Appears in 1 contract
Samples: Credit Agreement (Panavision Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.Loan Documents. 77
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 the Letters of Credit and the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 9.01 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agentsagents and to JPMorgan Chase acting in its individual capacity hereunder as issuer of Letters of Credit):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Letters of Credit and in the other Loan Basic Documents, and shall not by reason of this Agreement Agreement, 77 the Letters of Credit or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Letters of Credit or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Letters of Credit or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Basic Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters of Credit, any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice any way limiting any of the assignment or transfer thereof shall have been filed with the Administrative Agentforegoing, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of each Lender acknowledges that the Administrative Agent shall have no greater responsibility in the operation of Letters of Credit than is specified in the Uniform Customs and the LendersPractice for Documentary Credits (1993 Revision), and the Borrower shall not have International Chamber of Commerce Publication No. 500 (or any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify replacement or waive such provisions of this Article XIII revision thereof in their sole and absolute discretioneffect from time to time).
Appears in 1 contract
Samples: Credit Agreement (Applied Extrusion Technologies Inc /De)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the SunTrust Bank to act on its behalf as Administrative Agent to act as its agent hereunder and under the other Loan Related Documents with and authorizes Administrative Agent to take such actions on its behalf as directed pursuant to the terms hereof and to exercise such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence hereby accepts such appointment and in Section 13.05 authorization on the terms and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency conditions of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and except as provided in Section 9.08, the Borrower Company shall not have any rights as a third-third party beneficiary of any of such provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the provisions hereof other Related Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether any Default or Event of Default has occurred and is continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Related Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Related Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may Modify expose the Administrative Agent to liability or waive that is contrary to any Related Document or Requirement of Law;
(c) shall not, except as expressly set forth herein and in the other Related Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; and
(d) shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.01 and 11.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Related Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Related Document or any other agreement, instrument or document, except as it relates to enforceability against the Administrative Agent or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Related Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article XIII in their sole shall apply to any such sub-agent and absolute discretionto the Affiliates of the Administrative Agent and any such sub-agent.
Appears in 1 contract
Samples: Bond Purchase and Covenants Agreement (Dayton Power & Light Co)
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 14.5 and the first sentence of Section 13.06 14.6 shall ------------ ------------ include reference to its Affiliates (including NationsBanc Xxxxxxxxxx Securities LLC) and its own and its Affiliates’ ' officers, directors, employees employees, and agents):
): (a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or 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 Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Loan Party or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Chase to act as its administrative agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its each of their Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes any representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07, shall be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Agents 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent Agents may deem and treat the payee of a Note any Indebtedness 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, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Guarantors, BMC, any Restricted Affiliate or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Loan Documents. The Documentation Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify no duties or waive such provisions of this Article XIII in their sole and absolute discretionresponsibilities hereunder.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender and the LC ---------------------------------- Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):its
(a) shall have no duties or responsibilities except those as expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them Lender under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Lenders, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents Administrative Agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents Administrative Agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII 8 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-third party beneficiary of any of the provisions hereof and hereof, other than the Lenders may Modify or waive such provisions right of this Article XIII the Borrower to consent to the appointment of a successor Administrative Agent as set forth in their sole and absolute discretionthe second sentence of Section 8.
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 12 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 1 contract
Samples: Revolving Credit Agreement (American Dental Partners Inc)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its agent hereunder Administrative Agent under this Agreement and under the other Loan Documents with such powers and discretion as are specifically and respectively delegated to the Administrative Agent by the terms of this Agreement and of the other 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 all Loans 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 13.05 12.5 and the first sentence of Section 13.06 12.6 of this Agreement shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, and agents):
): (a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunder;
under 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 Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed misconduct or breach of an express agreement made by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each to any other Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentscontained 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable 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 hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and administrative agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in the Loan Documents, this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the Loan Documents, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents administrative agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents administrative agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.the
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other 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 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in 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 such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Basic Documents and any Affiliate Subordination Agreement with such powers (including the power of execution of such documents on behalf of the Lenders) as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsBasic Documents and any Affiliate Subordination Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsBasic Documents and any Affiliate Subordination Agreement, and shall not by reason of this Agreement or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentBasic Document or any Affiliate Subordination Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentBasic Document or any Affiliate Subordination Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any Subsidiary Guarantor or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument Credit Agreement referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionSection 12.06(b) hereof).
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 14.5 and the first sentence of Section 13.06 14.6 shall ------------ ------------ include reference to its Affiliates (including NationsBanc Xxxxxxxxxx Securities LLC) and its own and its Affiliates’ ' officers, directors, employees employees, and agents):
): (a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or 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 Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Loan Party or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable 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 hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and of the other Loan 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and or in any other Credit Document, be a trustee for any Bank or have any fiduciary duty to any Bank. Notwithstanding anything to the other Loan Documentscontrary contained herein, and Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Credit Document or applicable law. Neither Agent nor any Bank shall be a fiduciary or trustee for any Lender except responsible to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders Bank for any recitals, statements, representations or warranties made by Borrower contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Bank for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faiththem with reasonable care. The Administrative None of Agent may deem and treat the payee of a Note as the holder thereof or its directors, officers, employees or agents shall be responsible to any Bank for all purposes hereof unless and until a notice of the assignment any action taken or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer omitted to be subject taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the provisions Credit Documents as shall be directed by the Majority Banks. Agent shall promptly furnish to each Bank copies of Section 14.07. Except all material documents, reports, certificates, financial statements and notices furnished to the extent expressly provided in Sections 13.08 and 13.10Agent by Borrower; provided, the provisions of this Article XIII are solely for the benefit of the Administrative however, that Agent and the Lenders, and the Borrower shall not have be liable to any rights as a third-party beneficiary Bank for its failure to provide copies of any of the provisions hereof such material documents, reports, certificates, financial statements and the Lenders may Modify notices unless such failure constitutes gross negligence or waive such provisions of this Article XIII in their sole and absolute discretionwillful misconduct by Agent.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 15.5 and the first sentence of Section 13.06 15.6 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
(a) 15.1.1 shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) 15.1.2 shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) 15.1.3 shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate any such action taken or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the omitted violates Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or Agent’s standard of care set forth in the other Loan Documentsfirst sentence of Section 15.5. The Administrative Agent may employ agents and attorneys-in-fact fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents or agents, attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Loan Agreement (Tarragon Corp)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent Texas Commerce to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Neither the Agent (which term as used in this sentence and in Section 13.05 and the first sentence nor any of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ , officers, directors, employees employees, attorneys, or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Agent (i) may treat the payee of any Revolving Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and agents):
in form satisfactory to the Agent; (aii) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender Bank; (iii) shall not be required to initiate any litigation or collection proceedings under any Loan Document except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
requested by Required Banks; (biv) shall not be responsible to the Lenders Banks for any recitals, statements, representations representations, or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document documentation referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document documentation referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (cv) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be responsible liable for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad good faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed accordance with the Administrative Agentadvice of such counsel, accountants, or experts; and (vi) shall incur no liability under or in respect of any such assignment Loan Document by acting upon any notice, consent, certificate, or transfer other instrument or writing believed by it to be subject genuine and signed or sent by the proper party or parties. As to the provisions of Section 14.07. Except to the extent any matters not expressly provided in Sections 13.08 and 13.10for by any Loan Document, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.shall
Appears in 1 contract
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Administrative Agent Agents to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement and of (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence sentence, in Section 10.5 and in Section 13.05 and the first sentence of Section 13.06 10.6 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, representatives and agents):
(ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;Bank Facility Secured Party,
(bii) shall not be responsible to the Lenders Bank Facility Secured Parties for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Collateral or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person Obligor to perform any of its obligations hereunder or thereunder;,
(ciii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and
(iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact that were selected by it in good faith.
(b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. The Administrative Neither Agent may deem and treat shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the payee of a Note as the holder thereof for all purposes hereof unless and until a notice administration of the assignment Loan Documents either Agent shall deem it necessary or transfer desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof shall have been filed with is herein specifically prescribed) may, in the Administrative absence of gross negligence or bad faith on the part of such Agent, any such assignment or transfer be deemed to be subject conclusively proved and established by an officers' certificate delivered to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenderssuch Agent, and such certificate, in the Borrower absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof.
(c) The Arranger shall not have any rights as liability or responsibility whatsoever under the Loan Documents.
(d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a third-party beneficiary shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionparties hereto.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender Party hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to act as take such actions on its agent hereunder behalf and to exercise such powers under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Basic Documents, together with such other powers as are all reasonably incidental theretoactions and powers. The Person serving as the Administrative Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and that Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any its Affiliates as if it were not the Administrative Agent. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities obligations except those expressly set forth in this Agreement the Basic Documents. Without limiting the generality of the foregoing (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, whether or not a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those expressly contemplated by the Basic Documents or that the Administrative Agent is required to exercise in writing by the number or percentage of the Lenders as is necessary under the circumstances as provided in the other Loan Basic Documents and (c) except as expressly set forth in the Basic Documents, the Administrative Agent shall not have any duty to disclose, and shall not by reason of this Agreement be liable for the failure to disclose, any information relating to the Company or any other Loan Document of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be a fiduciary or trustee liable for any Lender except action taken or not taken by it with the consent or at the request of the number or percentage of the Lenders as is necessary under the circumstances as provided in the Basic Documents or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to the extent have knowledge of any Default unless and until written notice of that Default is given to the Administrative Agent acts as an agent with respect to by the receipt Company or payment of fundsanother Lender Party, nor shall and the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for or have any action taken duty to ascertain or omitted to be taken by it hereunder inquire into (i) any statement, warranty or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein representation made in or in connection herewith with any Basic Document, (ii) the contents of any certificate, report or therewithother document delivered under or in connection with any Basic Document, except for its own gross negligence(iii) the performance or observance by any other Person of any of the covenants, bad faith agreements or willful misconduct;
(d) shall not, except to other terms or conditions set forth in the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Basic Documents, be required to initiate (iv) the validity, enforceability, effectiveness or conduct genuineness of any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement Basic Document or any other Loan Document agreement, instrument or Applicable Lawdocument or (v) the satisfaction of any condition set forth in Article V or elsewhere in any Basic Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The relationship between the Administrative Agent and each Lender is a contractual relationship onlyshall be entitled to rely, and nothing herein shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be deemed genuine and to impose on have been signed or sent by the proper Person. The Administrative Agent also may rely, and it shall not incur any obligations other than those liability for which express provision is relying, upon any statement made herein to it orally or in by telephone and believed by it to be made by the other Loan Documentsproper Person. The Administrative Agent may employ agents consult with legal counsel (who may be counsel for the Company), independent accountants and attorneys-in-fact other experts selected by it, and it shall not be responsible liable for any action taken or not taken by it in accordance with the negligence or misconduct advice of any such agents counsel, accountants or attorneys-in-fact selected by it in good faithexperts. The Administrative Agent may deem perform any and treat the payee of a Note as the holder thereof for all purposes hereof unless its duties and until a notice of the assignment exercise its rights and powers by or transfer thereof shall have been filed with through any one or more subagents appointed by the Administrative Agent, . The Administrative Agent and any such assignment or transfer subagent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to be subject any such sub-agent and to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit Related Parties of the Administrative Agent and the Lendersany such subagent, and those provisions shall apply to their respective activities in connection with the Borrower shall not have any rights as a third-party beneficiary of any syndication of the provisions hereof credit facilities provided for in this Agreement as well as activities as Administrative Agent. Except for action expressly required of the Administrative Agent under the Basic Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to act under any Basic Document unless it receives further assurances to its satisfaction from the other Lender Parties of their indemnification obligations under Section 10.03 against any and the Lenders all liability and expense that may Modify be incurred by it by reason of taking or waive continuing to take any such provisions of this Article XIII in their sole and absolute discretionaction.
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other 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 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed unlawful conduct as found in a nonappealable judgment by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentscourt of competent jurisdiction. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in any Note as the holder thereof for all purposes hereof unless and until a 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 such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 1 contract
Samples: Term Loan Agreement (Energy Transfer Partners, L.P.)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender and each subsequent holder of the Notes hereby irrevocably appoints and authorizes the Administrative Agent Bank of Boston Connecticut to act as its agent hereunder Administrative Agent and General Electric Capital Corporation to act as its Documentation Agent under this Agreement and the other Loan Other Documents with such powers as are specifically delegated to the Administrative Agent and the Documentation Agent by the terms of this Agreement and of the other Loan Documents, Other Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) Documentation Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Other Documents and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Lender. The Administrative Agent acts as an agent with respect to and the receipt or payment of funds, nor shall the Administrative Documentation Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, the Other Documents or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Documentthe Other Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document the Other Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for any failure by the Borrower or any other Person to perform any of its obligations hereunder under this Agreement, the Notes or thereunder;
(c) the Other Documents. The Administrative Agent and the Documentation Agent may employ Administrative Agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized Administrative Agents, for the negligence or misconduct of any such Administrative Agents or attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent, the Documentation Agent nor any of its directors, officers, employees or Administrative Agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them under this Agreement, or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein the Other Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Term Loan and Acquisition Credit Agreement (Alarmguard Holdings Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Basic Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):,
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Basic Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officersAffiliates’officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.62
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the any other Loan Documents Document with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obliger or guarantor; (ciii) except pursuant to Section 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, including its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment collateral or transfer Guarantor that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Brown Tom Inc /De)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 14.4 and the first sentence of Section 13.06 14.5 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith to the extent any such action taken or willful misconduct;omitted violates the Administrative Agent’s standard of care set forth in the first sentence of Section 14.4.
(d) shall not, except to the extent expressly instructed by the Required Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact attorneys in fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents agents, attorneys in fact or attorneys-in-fact third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.0712.24. Except to the extent expressly provided in Sections 13.08 and 13.10Section 14.7, the provisions of this Article XIII 14 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII 14 in their sole and absolute discretion.
Appears in 1 contract
Samples: Construction Loan Agreement (Maguire Properties Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.Administrative
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Xxxxx Fargo to act as its administrative agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its each of their Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
) nor any agent: (a) shall have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 91 experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Applicable Lender hereby irrevocably appoints and authorizes the Applicable Administrative Agent to act as its agent Administrative Agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the such Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Applicable Administrative Agent (which term as used in this sentence and in Section 13.05 12.05 and the first sentence of Section 13.06 12.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
Administrative Agents): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers or any other Person (other than the Applicable Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Applicable Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 12.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent Agents may employ agents Administrative Agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents Administrative Agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such Administrative Agents, accountants, attorneys or experts. The Administrative Agent Agents may deem and treat the payee of a 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 such Administrative Agent, . The Administrative Agents are authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Universal Compression Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, . Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Isramco Inc)
Appointment, Powers and Immunities. Each Lender Bank Party hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and of the other Loan 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and or in any other Credit Document, be a trustee for any Bank Party or have any fiduciary duty to any Bank Party. Notwithstanding anything to the other Loan Documentscontrary contained herein, and Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Credit Document or applicable law. Neither Agent nor any Bank Party shall be a fiduciary or trustee for any Lender except responsible to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders Bank Party for any recitals, statements, representations or warranties made by Borrower, Parent or any of their Subsidiaries contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, Parent or any other Person of their Subsidiaries to perform any of its obligations hereunder or thereunder;
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Bank Party for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faiththem with reasonable care. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice None of the assignment Agent or transfer thereof its directors, officers, employees or agents shall have been filed with the Administrative Agent, be responsible to any such assignment Bank Party for any action taken or transfer omitted to be subject taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the provisions of Section 14.07. Except to Credit Documents as shall be directed by the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionRequired Banks.
Appears in 1 contract
Appointment, Powers and Immunities. (i) Each Lender hereby irrevocably appoints and authorizes the Administrative each Agent to act as its agent hereunder and under the other Loan Documents Intercreditor Agreement and the Account Control Agreement with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence and in Section 13.05 hereof and the first sentence of Section 13.06 hereof shall include reference to its Affiliates their respective affiliates and its own and its Affiliates’ their respective affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any the other Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lenderparty hereto;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder (and shall not commence an action or proceeding on behalf of any Lender without obtaining the consent of such Lender thereto); and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact selected by it in good faith. The .
(ii) Each Lender and the Administrative Agent may deem irrevocably authorize and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of direct the Administrative Agent and the LendersCollateral Agent to enter into the Intercreditor Agreement and to comply with the terms thereof.
(iii) Before the Collateral Agent acts or refrains from acting hereunder, it may require an officer's certificate of the Borrowers and/or an opinion of counsel satisfactory to the Collateral Agent with respect to such action or inaction. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Whenever in the administration of this Agreement the Collateral Agent shall deem it necessary or desirable that a matter be provided or established prior to taking or suffering or omitting to take any act under this Agreement, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to the Collateral Agent, and such certificate, in the Borrower shall not have any rights as a third-party beneficiary absence of any gross negligence or bad faith on the part of the provisions hereof and Collateral Agent, shall be full warrant to the Lenders may Modify Collateral Agent for any action taken, suffered or waive such omitted to be taken by it under the provisions of this Article XIII in their sole and absolute discretionSection 12 upon the faith thereof.
Appears in 1 contract
Samples: Loan Agreement (Vitro Sa De Cv)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 and 12.5 the first sentence of Section 13.06 12.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, or any other Person to perform any of its their obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Loan Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent The Chase Manhattan Bank to act as its agent hereunder and under the other Loan Documents (including, without limitation, the Intercreditor Agreement) with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Each Bank agrees that upon Agent's execution of the Intercreditor Agreement it shall be bound by the terms and restrictions set forth for the Banks in the Intercreditor Agreement, and each Bank hereby consents to Agent's executing the Intercreditor Agreement on its behalf. Neither the Agent (which term as used in this sentence and in Section 13.05 and the first sentence nor any of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ , officers, directors, employees employees, attorneys, or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Agent: (i) may treat the payee of any Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and agents):
in form satisfactory to the Agent; (aii) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender Bank; (iii) shall not be required to initiate any litigation or collection proceedings under any Loan Document except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
requested by Required Banks; (biv) shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document documentation referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document documentation referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (cv) may consult with legal counsel (including counsel for the Borrowers), independent public accountants, and other experts selected by it and shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants, or experts; and (vi) shall incur no liability under or in respect of any other Loan Document by acting upon any notice, consent, certificate, or under other instrument or writing believed by it to be genuine and signed or sent by the proper party or parties. As to any other document or instrument referred to or matters not expressly provided for herein or therein by any Loan Document, the Agent shall in all cases be fully protected in acting, or in connection herewith refraining from acting, hereunder in accordance with instructions signed by Required Banks, and such instructions of Required Banks and any action taken or therewithfailure to act pursuant thereto shall be binding on all of the Banks; provided, except for its own gross negligencehowever, bad faith or willful misconduct;
(d) shall not, except to that the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) Agent shall not be required to take any action which exposes it to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionapplicable law.
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall administer the Loan and the Loan Documents in a manner consistent with its administration of other loans for its own account, but shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Loan Agreement (Douglas Emmett Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Document with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan DocumentsAgreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effec- tiveness, genuineness, execution, effectiveness, genuinenesslegality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Obligor or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of any Obligor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 11.05 and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers or any other Person to perform any of its obligations hereunder or thereunder;
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this . Credit Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 135 - 130 - 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrowers to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 12.06(b) hereof).
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 the other Loan Security Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan Security Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.5 and the first sentence of Section 13.06 11.6 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.7 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that Lender, nor is the Administrative Agent acts as an agent with acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect to the receipt thereof or payment in respect of funds, nor shall the any Lender. The Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document 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 the Borrower Company, or any other Person of their respective Subsidiaries to perform any of its obligations hereunder or thereunder;
(c) 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, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
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 Agreement and under the other Loan Documents Documents, as "Mortgagee" under the Security Agreement (references in this Article XI to the term "Agent" being deemed to include as well such other capacities), with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 11.5 and the first sentence of Section 13.06 11.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees employees, and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in this Agreement or in connection with any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Credit Party or any other Person to perform any of its obligations hereunder or 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 Loan Document; and
(e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionreasonable care.
Appears in 1 contract
Samples: Credit Agreement (Aircastle LTD)
Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the other Loan Transaction Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
Agent: (a) shall have no duties or responsibilities except those as expressly set forth in this Agreement and in the other Loan Transaction Documents, and shall not by reason of this Agreement or any other Loan Transaction Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
Bank; (b) makes no warranty or representation to any Bank and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Transaction Document, or in any certificate or other document referred to or provided for in, or received by the Administrative Agent or any of them Bank under, this Agreement or any other Loan Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Transaction Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Transaction Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faithwith reasonable care. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII XI are solely for the benefit of the Administrative Agent and the LendersBanks, and the Borrower shall not have any no rights as a third-third party beneficiary of any of the provisions hereof hereof. In performing its functions and duties under this Agreement and under the other Transaction Documents, the Administrative Agent shall act solely as administrative agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Lenders may Modify or waive such provisions Administrative Agent shall not have by reason of this Article XIII Agreement or any other Transaction Document a fiduciary relationship in their sole respect of any Bank. Except for its own gross negligence or willful misconduct, the Administrative Agent shall not be liable for any errors of the Servicer contained in any computer tape, certificate or other data, information or document delivered to the Administrative Agent or on which the Administrative Agent must rely in order to perform its obligations hereunder. Except for its own gross negligence or willful misconduct the Administrative Agent shall have no responsibility, shall not be in default and absolute discretionshall incur no liability for: (i) any act or failure to act of any third party; (ii) any inaccuracy or omission in a notice or communication received by the Administrative Agent from any third party, (iii) the invalidity or unenforceability of any Transaction Document under Applicable Law, or (iv) the breach or inaccuracy of any representation or warranty made with respect to any Transaction Document.
Appears in 1 contract
Appointment, Powers and Immunities. The provisions of this Article 14 constitute agreements between the Administrative Agent and the Lenders. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 14.5 and the first sentence of Section 13.06 14.6 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
(a1) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b2) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c3) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate any such action taken or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between omitted violates the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or Agent’s standard of care set forth in the other Loan Documentsfirst sentence of Section 14.5. The Administrative Agent may employ agents and attorneys-in-fact fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents or agents, attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Loan Agreement (Douglas Emmett Inc)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence sentence, in Section 10.5 and in Section 13.05 and the first sentence of Section 13.06 10.6 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, representatives and agents):
(ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;Secured Party,
(bii) shall not be responsible to the Lenders Secured Parties for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Collateral or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any the Borrower or any other Person to perform any of its obligations hereunder or thereunder;,
(ciii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and
(iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact that were selected by it in good faith.
(b) Before the Administrative Agent acts or refrains from acting, it may require an officer’s certificate of the Borrower and/or an opinion of counsel satisfactory to such Administrative Agent with respect to the proposed action or inaction. The Administrative Agent may deem and treat shall not be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the payee of a Note as the holder thereof for all purposes hereof unless and until a notice administration of the assignment Loan Documents the Administrative Agent shall deem it necessary or transfer desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof shall have been filed with is herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Administrative Agent, any such assignment or transfer be deemed to be subject conclusively proved and established by an officers’ certificate delivered to the provisions Administrative Agent, and such certificate, in the absence of Section 14.07. Except gross negligence or bad faith on the part of the Administrative Agent, shall be full warrant to the extent expressly provided Administrative Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof.
(c) The Arranger, in Sections 13.08 and 13.10its capacity as Arranger, shall not have any liability or responsibility whatsoever under the provisions Loan Documents.
(d) Any Person: (i) into which the Administrative Agent may be merged or consolidated, (ii) that may result from any merger, conversion or consolidation to which the Administrative Agent shall be a party or (iii) acquires all or substantially all of this Article XIII are solely for the benefit corporate trust business of the Administrative Agent, shall (if the Administrative Agent is not the surviving entity) be the successor of the Administrative Agent without the execution or filing of any instrument or any further act on the part of any party hereto.
(e) For purposes of the Hungarian Pledge, each of the Lenders and the LendersAdministrative Agent hereby acknowledges and agrees that the respective rights, benefits and interests of each of the Secured Parties under this Agreement, the Hungarian Pledge (and the Liens created by and pursuant to the Hungarian Pledge) are joint and several (in Hungarian: egyetemleges) rights, benefits and interests of the Secured Parties for purposes of the Hungarian Pledge, and the Borrower shall not have any rights as a third-party beneficiary hereby acknowledges and accepts the joint and several nature of any of the provisions hereof such rights, benefits and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretioninterests.
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 the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein -66- 74 or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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 Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (DLB Oil & Gas Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 9.5 and the first sentence of Section 13.06 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, or any other Person to perform any of its their obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Loan Agreement (First Union Real Estate Equity & Mortgage Investments)
Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes Fleet to act as the Administrative Agent and BOA to act as its agent Syndication Agent hereunder and under the other Loan Documents. Each Lender irrevocably authorizes the Administrative Agent to execute the Security Documents and all other instruments relating thereto and to take from time to time any action with respect to any Collateral or the Security Documents which may be necessary to perfect, maintain perfected or insure the priority of the security interest in and liens upon the Collateral granted pursuant to the Security Documents, and authorizes the Agents to take such other action on behalf of each of the Lenders and to exercise all such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agents hereunder and under any of the other Loan DocumentsDocuments and all related documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have provided that no duties or responsibilities except those not expressly set forth assumed herein or therein shall be implied to have been assumed by the Agents.
(b) The relationship between the Agents and each of the Lenders is that of an independent contractor. The use of the terms “Administrative Agent” and “Syndication Agent” is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Agents and each of the Lenders. Nothing contained in this Credit Agreement nor the other Loan Documents shall be construed to create an agency, trust or other fiduciary relationship between the Agents and in any of the Lenders. As an independent contractor empowered by the Lenders to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Agents are nevertheless “representatives” of the Lenders, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Lenders and shall not the Agents with respect to all collateral security and guaranties contemplated by reason the Loan Documents. Such actions include the designation of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect “secured party”, “mortgagee” or the like on all financing statements and other documents and instruments, whether recorded or otherwise, relating to the receipt attachment, perfection, priority or enforcement of any security interests, mortgages or deeds of trust in collateral security intended to secure the payment or performance of fundsany of the Obligations, nor shall all for the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to benefit of the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for and the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;Agents.
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative Syndication Agent may employ exercise their powers and execute their duties by or through employees or agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such employees, agents or attorneys-in-fact selected by it with reasonable care. The Agents shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to their rights and duties under this Credit Agreement and the other Loan Documents. Each Agent may utilize the services of such Persons as it in its sole discretion may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrowers.
(d) Neither of the Agents nor any of their respective shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent or employee thereof, shall be liable for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment faith by it or transfer thereof shall have been filed with the Administrative Agent, any such assignment them hereunder or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of under any of the provisions hereof other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agents or such other Person, as the case may be, may be liable for losses due to their willful misconduct or gross negligence.
(e) Each Agent in its separate capacity as a Lender shall have the same rights and powers hereunder as any other Lender. It is agreed that the Lenders may Modify or waive such provisions duties, rights, privileges and immunities of the Issuing Lender, in its capacity as issuer of Letters of Credit hereunder, shall be identical to its duties, rights, privileges and immunities as a Lender as provided in this Article XIII in their sole and absolute discretion§15.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Casella Waste Systems Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that Lender, nor is the Administrative Agent acts as an agent with acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect to the receipt thereof or payment in respect of funds, nor shall the any Lender. The Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectability 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 the Borrower any Company, or any other Person Subsidiary to perform any of its obligations hereunder or thereunder;
(c) 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, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Credit Agreement (Aceto Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(c) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any together with the consent of the Borrower to such assignment or transfer to be subject to the provisions of Section 14.07. Except (to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionrequired by Section 12.06(b)).
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 the Letters of Credit and the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 11 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
agents and to JPMorgan Chase acting in its individual capacity hereunder as issuer of Letters of Credit): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Letters of Credit and in the other Loan Basic Documents, and shall not by reason of this Agreement Agreement, the Letters of Credit or any other Loan Basic Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Letters of Credit or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Letters of Credit or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Basic Document except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters of Credit, any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice any way limiting any of the assignment or transfer thereof shall have been filed with the Administrative Agentforegoing, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of each Lender acknowledges that the Administrative Agent shall have no greater responsibility in the operation of Letters of Credit than is specified in the Uniform Customs and the LendersPractice for Documentary Credits (1993 Revision), and the Borrower shall not have International Chamber of Commerce Publication No. 500 (or any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify replacement or waive such provisions of this Article XIII revision thereof in their sole and absolute discretioneffect from time to time).
Appears in 1 contract
Samples: Credit Agreement (Applied Extrusion Technologies Inc /De)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 11.05 and the first sentence of Section 13.06 11.06 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees employees, attorneys, accountants, experts and agents):
): (ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except Lender; (ii) makes no representation or warranty to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a 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, . Administrative Agent is authorized to release any such assignment or transfer collateral that is permitted to be subject sold or released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit terms of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Isramco Inc)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 13.5 and the first sentence of Section 13.06 13.6 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees and agents):
(ai) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(bii) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder;; and
(ciii) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate any such action taken or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the omitted violates Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or Agent’s standard of care set forth in the other Loan Documentsfirst sentence of Section 13.5. The Administrative Agent may employ agents and attorneys-in-fact fact, and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents or agents, attorneys-in-fact or third parties selected by it in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative each Agent to act as its agent hereunder Agent hereunder, under the Security Documents and under the other Loan Documents with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement Agreement, the Security Documents and of the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Administrative No Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents):
(a) shall have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents and in the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of fundsLender, nor is any 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. No Agent shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Security Documents, or in any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Security Documents or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Security Documents or any the other Loan Document 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 the Borrower any Company, or any other Person of their respective Subsidiaries to perform any of its obligations hereunder or thereunder;
(c) under the other Loan Documents. Each Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be responsible, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. No Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other Loan Document or under any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Credit Agreement (Edo Corp)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative each Agent to act as its agent hereunder and under the Letters of Credit and the other Loan Documents with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement hereof and of the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence and in Section 13.05 and the first sentence of Section 13.06 12 shall include reference to its Affiliates and its own and its their Affiliates’ ' officers, directors, employees and agents):
) shall not (a) shall have no any duties or responsibilities except those expressly set forth in this Agreement Agreement, the Letters of Credit, and in the other Loan Documents, and or shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) shall not be responsible to the Lenders any Lender for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement Agreement, the Letters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Letters of Credit, or any other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder;
; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under the Letters of Credit or any other Loan Document except to the extent such Agent is so requested by the Majority Lenders, or (d) be responsible for any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, INCLUDING, WITHOUT LIMITATION, PURSUANT TO THEIR OWN NEGLIGENCE, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. The Administrative 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. Without in good faithany way limiting any of the foregoing, each Lender acknowledges that neither any Agent nor any Issuer shall have any greater responsibility in the operation of the Letters of Credit than is specified in either (i) the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. The Administrative Agent may deem 500) and treat (ii) the payee International Standby Practices (ISP98, International Chamber of Commerce Publication No. 590). In any foreclosure proceeding concerning any collateral for the Loans, each holder of a Note Loan if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against Obligations owing to such Lender or the Obligations owing to the other Lenders; instead, such holder thereof must bid in cash only; provided that this provision is for all purposes hereof unless and until a notice the sole benefit of the assignment or transfer thereof Agents and the Lenders and shall have been filed with the Administrative Agent, any such assignment or transfer not inure to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Company or any of its Subsidiaries. However, in any such foreclosure proceeding, Administrative Agent and may (but shall not be obligated to) submit a bid for all Lenders (including itself) in the form of a credit against the Obligations of all of the Lenders, and the Borrower Administrative Agent or its designee may (but shall not have any rights as a third-party beneficiary be obligated to) accept title to such collateral for and on behalf of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionall Lenders.
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 the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the such other 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 13.05 8.05 and the first sentence of Section 13.06 8.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees employees, attorneys, accountants, experts and agents):
): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder;
thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence, bad faith willful misconduct or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documentsunlawful conduct. 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 faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of a named in 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 such assignment or transfer cash collateral that is permitted to be subject released pursuant to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions terms of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretionAgreement.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Energy Partners L P)
Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints ---------------------------------- and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the other 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 13.05 11.05 hereof and the first sentence of Section 13.06 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees and agents):
(a) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a fiduciary or trustee for any Lender except to the extent that the Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall the Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any other Lender;
(b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder;; Credit Agreement ----------------
(c) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct;
(d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and
(e) shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Applicable Law. The relationship between the Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on the Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. 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 in good faith. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, any such assignment or transfer to be subject to the provisions of Section 14.07. Except to the extent expressly provided in Sections 13.08 and 13.10, the provisions of this Article XIII are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of the provisions hereof and the Lenders may Modify or waive such provisions of this Article XIII in their sole and absolute discretion.
Appears in 1 contract
Samples: Credit Agreement (Advo Inc)
