Concerning Administrative Agent. (a) The Administrative Agent has been appointed as administrative agent pursuant to the Credit Agreement. The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent.
Concerning Administrative Agent. (a) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Administrative Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Securities, whether or not the Administrative Agent or any Lender has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.
Concerning Administrative Agent. Section 11.2 Administrative Agent May Perform; Administrative Agent Appointed Attorney-in-Fact
Concerning Administrative Agent. (a) [Reserved].
Concerning Administrative Agent. (a) The execution, delivery, recordation and performance by the Administrative Agent, the Lenders or the Company and/or the Subsidiary[ies] of the Documents to which each is a party (i) will not violate any existing law, governmental rule or regulation of the State and (ii) do not require any license, permit, authorization, consent or other approval of, any exemption by, or any registration, recording or filing with, any court, administrative agency or other governmental authority of the State, except for the recordings and the filings set forth in Schedule A attached hereto.
Concerning Administrative Agent. 35 - SECTION 11.2. ADMINISTRATIVE AGENT MAY PERFORM; ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT............................................- 36 - SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT....................- 37 - SECTION 11.4. TERMINATION: RELEASE........................................- 37 - SECTION 11.5. MODIFICATION IN WRITING.....................................- 37 - SECTION 11.6. NOTICES.....................................................- 38 - SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTIN AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL....................- 38 - SECTION 11.8. SEVERABILITY OF PROVISIONS..................................- 38 - SECTION 11.9. EXECUTION IN COUNTERPARTS...................................- 38 - SECTION 11.10.BUSINESS DAYS...............................................- 30 - XXXXXXX 00.11.WAIVER OF STAY..............................................- 38 - SECTION 11.12.NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION................- 30 - XXXXION 11.13.NO CLAIMS AGAINST ADMINISTRATIVE AGENT......................- 30 - XXXXION 11.14.NO RELEASE..................................................- 30 - XXXXION 11.15.INDEBTEDNESS ABSOLUTE.......................................- 40 - SIGNATURES...................................................................S-1 EXHIBIT 1 Form of Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter AMENDED AND RESTATED SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT dated as of February 7, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "Agreement") made by QUEST CHEROKEE, LLC, a Delaware limited liability company and QUEST RESOURCE CORPORATION, a Ne-vada corporation (the "Borrowers") and THE GUARANTORS LISTED ON THE SXXXXTURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors," and together with the Original Guarantors, the "Guarantors"), as pledgors, assignors and debtors (the Borrow-ers, together with the Guarantors, in such capacities and t...
Concerning Administrative Agent. SECTION 3.1 The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement, the Collateral Documents and the Intercreditor Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement, the Credit Agreement and the other Collateral Documents.
Concerning Administrative Agent. (a) Each Secured Party hereby appoints Bank of America, N.A., to serve as Administrative Agent and representative of the Secured Parties under each of the U.S. Security Documents and the Intercreditor Agreement and authorizes the Administrative Agent to act as agent for the Secured Parties for the purpose of executing and delivering, on behalf of all the Secured Parties, the U.S. Security Documents and the Intercreditor Agreement and any other documents or instruments related thereto or necessary or, as determined by the Administrative Agent, desirable to perfect the Liens granted to the Administrative Agent thereunder and, subject to the provisions of this Agreement, for the purpose of enforcing the Secured Parties’ rights in respect of the Pledged Collateral and the obligations of the Pledgors under the U.S. Security Documents, and for the purpose of, or in connection with, releasing the obligations of the Pledgors under the U.S. Security Documents. Without limiting the generality of the foregoing, the Administrative Agent is further hereby appointed as agent for each of the Secured Parties to hold the Liens on the Pledged Collateral granted pursuant to the U.S. Security Documents with sole authority to exercise remedies under the U.S. Security Documents. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with the Secured Agreements and the Intercreditor Agreement. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the gross negligence or willful misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in Section 12.3. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under the Secured Agreements, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Secured Agreements. After any retiring Administrative Agent’s resignation, the provisions hereof shall inure to its benefit a...
Concerning Administrative Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of Administrative Agent in respect of this Agreement and shall be binding upon the parties to the Credit Agreement in such respect. In furtherance and not in derogation of the rights, privileges and immunities of Administrative Agent therein set forth:
Concerning Administrative Agent. In furtherance and not in derogation of the rights, privileges and immunities of Administrative Agent set forth herein and in the Loan Documents, Administrative Agent is authorized to take all such action as is provided to be taken by it hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including the timing and methods of realization upon the Collateral), Administrative Agent may act or refrain from acting in the exercise of its sole and absolute discretion.
