Concerning Agent Sample Clauses
Concerning Agent. (i) The Agent has been appointed as administrative agent and as collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The 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 Security Agreement and the Credit Agreement. The 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 so long as such agents or attorneys-in-fact are appointed with due care. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent in accordance with the terms of the Credit Agreement, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Security Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Security Agreement. After any retiring 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 Security Agreement while it was the Agent.
(ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party 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 Collateral. In no event shall the Agent’s or any other Credit Party’s responsibility for the custody and preservation of the Collateral in its possession extend to matters beyond the control of such Person, incl...
Concerning Agent. The recitals of fact herein shall be taken as statements of Pledgors for which Agent assumes no responsibility. Agent makes no representation to anyone as to the value of the Collateral or any part thereof or as to the validity or adequacy of the security afforded or intended to be afforded thereby or as to the validity of this Agreement. Agent shall be protected in relying upon any notice, consent, request or other paper or document believed by it to be genuine and correct and to have been signed by a proper person. The permissive rights of Agent hereunder shall not be construed as duties of Agent. Agent shall be under no obligation to take any action toward the enforcement of this Agreement or rights or remedies in respect of any of the Collateral. Agent shall not be personally liable for any action taken or omitted by it in good faith and reasonably believed by it to be within the power or discretion conferred upon it by this Agreement.
Concerning Agent. (a) The actions of Agent hereunder are subject to the provisions, and entitled to the benefits and protections, set forth in the Credit Agreement. 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 Collateral), in accordance with this Agreement and the Credit Agreement.
(b) Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and, with respect to all matters pertaining to this Agreement and its duties hereunder.
(c) Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any security interest or Lien granted under this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby.
(d) Neither Agent nor any of its officers, partners, directors, employees or agents shall be liable to any other Secured Party or any Grantor for any action taken or omitted by Agent under or in connection with any of the Security Documents except to the extent caused by Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
Concerning Agent. 30 SECTION 9.2. Agent May Perform; Agent Appointed Attorney-in-Fact 31 SECTION 9.3. Expenses 32 SECTION 9.4. Continuing Security Interest; Assignment 32 SECTION 9.5. Termination; Release 32 SECTION 9.6. Modification in Writing 33 SECTION 9.7. Notices 34 SECTION 9.8. GOVERNING LAW 34 SECTION 9.9. CONSENT TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL 34 SECTION 9.10. Severability of Provisions 36 SECTION 9.11. Execution in Counterparts; Effectiveness. 36 SECTION 9.12. No Credit for Payment of Taxes or Imposition. 36 SECTION 9.13. No Claims against the Agent. 36 SECTION 9.14. No Release 36 SECTION 9.15. Obligations Absolute 37 SECTION 9.16. Amendment and Restatement 37 EXHIBIT 1 Form of Securities Pledge Amendment SCHEDULE I Intercompany Notes SCHEDULE II Filings, Registrations and Recordings SCHEDULE III Pledged Interests THIRD AMENDED AND RESTATED SECURITY AGREEMENT dated as of August 17, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) LUMBER LIQUIDATORS, INC., a Delaware corporation, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HERETO (together with the Lead Borrower, the “Original Borrowers”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS 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 Borrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”), in favor of BANK OF AMERICA, N.A., having an office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in its capacities as administrative agent and collateral agent for the Credit Parties (as defined in the Credit Agreement defined below), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Agent”).
Concerning Agent. Agent acts hereunder solely as agent as in the Credit Agreement provided on behalf of the Lender Group and Bank Product Providers and not in its individual capacity. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent” shall be a reference to Agent, for the benefit of each member of the Lender Group and each Bank Product Provider.
Concerning Agent. The actions of the Agent hereunder are subject to the provisions, and entitled to the benefits and protections, set forth in the Credit Agreement. The 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 Collateral), in accordance with this Agreement and the Credit Agreement.
Concerning Agent. 31 SECTION 11.2. Agent May Perform; Agent Appointed Attorney-in-Fact 31 SECTION 11.3. Continuing Security Interest Assignment 32 SECTION 11.4. Termination; Release 32 SECTION 11.5. Modification in Writing 33 SECTION 11.6. Notices 33 SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial 33 SECTION 11.8. Severability of Provisions 33 SECTION 11.9. Execution in Counterparts 33 SECTION 11.10. Business Days 34 SECTION 11.11. No Credit for Payment of Taxes or Imposition 34 SECTION 11.12. No Claims Against Agent 34 SECTION 11.13. No Release 34 SECTION 11.14. Obligations Absolute 34 SECTION 11.15. FINANCING ORDERS 35 SENIOR, SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION SECURITY AGREEMENT SENIOR, SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION SECURITY AGREEMENT dated as of September 10, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof; the “Agreement”) made by LAST MILE INC., a Pennsylvania corporation, as borrower, pledgor, assignor and debtor (in such capacities and together with any successors in such capacities, the “Pledgor”) in favor of GLOBAL LEVERAGED CAPITAL ADVISORS, LLC, a Delaware limited liability company, in its capacity as administrative and collateral agent (the “Agent”) on behalf of the Secured Parties (as hereinafter defined in the Credit Agreement), as pledgee, assignee and secured party.