Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 377 contracts
Samples: Credit Agreement (Ares Commercial Real Estate Corp), Loan Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Unifi Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 270 contracts
Samples: Credit Agreement (Penske Automotive Group, Inc.), Credit Agreement (Schwab Charles Corp), Credit Agreement (Schwab Charles Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 193 contracts
Samples: Credit Agreement (Essential Properties Realty Trust, Inc.), Credit Agreement (Sba Communications Corp), Credit Agreement (Essential Properties Realty Trust, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 121 contracts
Samples: Loan and Security Agreement (Horizon Technology Finance Corp), Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 97 contracts
Samples: Loan Agreement (Nicholas Financial Inc), Loan Agreement (Nicholas Financial Inc), Loan Agreement (Nicholas Financial Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 82 contracts
Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.), Term Loan Credit Agreement
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and each other Loan Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 75 contracts
Samples: Assignment Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Cardinal Health Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 61 contracts
Samples: Credit Agreement (Elutia Inc.), Credit Agreement (Biolase, Inc), Credit Agreement (Acer Therapeutics Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 47 contracts
Samples: Security Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct, as determined by a court of competent jurisdiction.
Appears in 30 contracts
Samples: Credit Agreement (TTEC Holdings, Inc.), Credit Agreement (TTEC Holdings, Inc.), Security Agreement (Teletech Holdings Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any and each other Loan Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 29 contracts
Samples: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.
Appears in 28 contracts
Samples: Credit Agreement, Term Loan Agreement (Sentio Healthcare Properties Inc), Credit Agreement (Ugi Corp /Pa/)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 25 contracts
Samples: Note and Equity Purchase Agreement (Mirion Technologies, Inc.), Note Purchase Agreement (Rocky Brands, Inc.), Subordinated Convertible Note Purchase Agreement (A4s Technologies Inc)
Delegation of Duties. Each Appointed Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Appointed Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.
Appears in 25 contracts
Samples: Credit Agreement (ProPetro Holding Corp.), Credit Agreement (ProFrac Holding Corp.), Term Loan Credit Agreement (ProFrac Holding Corp.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct. Any such Person to whom Agent delegates a duty shall benefit from this Article 14 to the extent provided by Agent.
Appears in 23 contracts
Samples: Credit and Security Agreement (STRATA Skin Sciences, Inc.), Credit and Security Agreement (Ocular Therapeutix, Inc), Credit and Security Agreement (Mannkind Corp)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 21 contracts
Samples: Loan Agreement (First Capital Real Estate Trust Inc), Warehousing Credit Agreement (PLM Equipment Growth Fund Vi), Warehousing Credit Agreement (PLM Equipment Growth & Income Fund Vii)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.
Appears in 20 contracts
Samples: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Chimerix Inc)
Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.
Appears in 19 contracts
Samples: Revolving Credit Agreement (Choice Hotels International Inc /De), Credit Agreement (Tessco Technologies Inc), Revolving Credit Agreement (Choice Hotels International Inc /De)
Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 19 contracts
Samples: Credit Agreement (Mattel Inc /De/), Credit Agreement (Conner Peripherals Inc), Revolving Credit Agreement (Standard Pacific Corp /De/)
Delegation of Duties. The Agent may execute any of its duties under -------------------- this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 17 contracts
Samples: Term Loan Agreement, Credit Agreement (United Road Services Inc), Pledge Agreement (Cb Commercial Real Estate Services Group Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.
Appears in 14 contracts
Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement (Jushi Holdings Inc.), Credit Agreement (Acreage Holdings, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 14 contracts
Samples: Liquidity Agreement (Adama Agricultural Solutions Ltd.), Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 14 contracts
Samples: Credit Agreement (Contango Oil & Gas Co), Credit Agreement (Primeenergy Corp), Credit Agreement (Primeenergy Corp)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 13 contracts
Samples: Credit Agreement (Cke Restaurants Inc), Credit Agreement (Cke Restaurants Inc), Credit Agreement (Genmar Holdings Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 12 contracts
Samples: Credit Agreement (AMERICAN BATTERY TECHNOLOGY Co), First Mezzanine Loan Agreement (Clipper Realty Inc.), Loan Agreement (Clipper Realty Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 12 contracts
Samples: Credit Agreement (Westlake Chemical Corp), Credit Agreement (Brown Shoe Co Inc/), Credit Agreement (Imperial Sugar Co /New/)
Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Transaction Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.
Appears in 12 contracts
Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 12 contracts
Samples: Senior Secured Credit Agreement (BMC Stock Holdings, Inc.), Loan and Security Agreement (AMERI Holdings, Inc.), Senior Secured Credit Agreement (BMC Stock Holdings, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 12 contracts
Samples: Credit Agreement (Merus Labs International Inc.), Credit Agreement (PDL Biopharma, Inc.), Credit Agreement (Merus Labs International Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.. 15.3
Appears in 11 contracts
Samples: Credit Agreement and Loan (Nautilus, Inc.), Credit Agreement (BlueLinx Holdings Inc.), Credit Agreement (Nautilus, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to engage and pay for the advice and services of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to the Banks for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 10 contracts
Samples: Credit Agreement (Aqua America Inc), Credit Agreement (Aqua America Inc), Credit Agreement (Dover Downs Entertainment Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 9 contracts
Samples: Credit Agreement (CareView Communications Inc), Credit Agreement (CareView Communications Inc), Credit Agreement (Avinger Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and each other Loan Related Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 8 contracts
Samples: Credit and Security Agreement, Credit and Security Agreement (GWG Life, LLC), Credit and Security Agreement (GWG Holdings, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 8 contracts
Samples: Security Agreement (Global It Holdings Inc), Revolving Credit Agreement (TRC Companies Inc /De/), Credit Agreement (Residential Capital, LLC)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, attorneys-in-fact or attorneys in fact through its Related Parties and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agent, employee, attorney-in-fact or attorney in fact Related Party that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 8 contracts
Samples: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.), Guarantee and Collateral Agreement (Independence Contract Drilling, Inc.)
Delegation of Duties. The Agent may execute any of its duties rights or authority under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such dutiesrights and authority. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.
Appears in 7 contracts
Samples: Secured Convertible Note Purchase Agreement (H-Cyte, Inc.), Secured Convertible Note and Warrant Purchase Agreement (FWHC Holdings, LLC), Standby Purchase Agreement (H-Cyte, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys attorneys' in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 7 contracts
Samples: Credit Agreement (Renewable Energy Group, Inc.), Credit Agreement (PROS Holdings, Inc.), Credit Agreement (PROS Holdings, Inc.)
Delegation of Duties. The Agent may execute any of its -------------------- duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 6 contracts
Samples: Revolving Credit Agreement (Standard Pacific Corp /De/), Credit Agreement (Mail Well Inc), Credit Agreement (Sunrise Medical Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to engage and pay for the advice and services of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to the Banks for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 6 contracts
Samples: Credit Agreement (West Pharmaceutical Services Inc), Credit Agreement (Tasty Baking Co), Credit Agreement (West Coast Entertainment Corp)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document Ancillary Agreement by or through its agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 6 contracts
Samples: Loan and Security Agreement (Cmgi Inc), Loan and Security Agreement (ModusLink Global Solutions Inc), Loan and Security Agreement (Cmgi Inc)
Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Transaction Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.
Appears in 6 contracts
Samples: Financing Agreement (Unigene Laboratories Inc), Financing Agreement (Wave2Wave Communications, Inc.), Financing Agreement (Unigene Laboratories Inc)
Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 6 contracts
Samples: Loan Agreement (Firstcity Financial Corp), Mortgage Warehousing Credit and Security Agreement (Charter Municipal Mortgage Acceptance Co), Loan Agreement (Charter Municipal Mortgage Acceptance Co)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 6 contracts
Samples: Credit Agreement (Insperity, Inc.), Loan Agreement (Orion Marine Group Inc), Security Agreement (Forum Oilfield Technologies Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the gross negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence with reasonable care or willful misconductfor any action it takes on the advice of counsel.
Appears in 6 contracts
Samples: Credit Agreement (Secunda International LTD), Credit Agreement (Seabulk Offshore LTD), Credit Agreement (TBS International LTD)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be is entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such those duties. No Agent shall not will be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.
Appears in 5 contracts
Samples: Credit Agreement (AgileThought, Inc.), Credit Agreement (AgileThought, Inc.), Credit Agreement (AgileThought, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by it.
Appears in 5 contracts
Samples: Acquisition Loan Agreement (Infocrossing Inc), Term Loan Agreement (Midocean Capital Partners Lp), Term Loan Agreement (Infocrossing Inc)
Delegation of Duties. Agent The Applicable Agents may execute any of its their duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Applicable Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by any of them with reasonable care.
Appears in 5 contracts
Samples: Day Revolving Credit Agreement (Ford Motor Co), Revolving Credit Agreement (Ford Motor Co), Revolving Credit Agreement (Ford Motor Co)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent the agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 5 contracts
Samples: Abl Credit Agreement (Mallinckrodt PLC), Abl Credit Agreement (Mallinckrodt PLC), Abl Credit Agreement (Specialty Building Products, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 8.3.
Appears in 5 contracts
Samples: Bridge Loan (Equinix Inc), Senior Secured Credit Agreement (Central European Media Enterprises LTD), Senior Credit Agreement (Young America Holdings Inc)
Delegation of Duties. Agent may execute any of its duties under this -------------------- Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 5 contracts
Samples: Loan and Security Agreement (Friede Goldman Halter Inc), Loan and Security Agreement (Learningstar Corp), Loan and Security Agreement (Cellstar Corp)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without gross negligence or willful misconductgood faith.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Interpool Inc), Credit Agreement (Interpool Inc), Credit Agreement (Interpool Inc)
Delegation of Duties. Agent may execute any of its duties under this Loan Agreement and any duties as Agent or as a party, payee, mortgagee, assignee or beneficiary under any other Loan Document Document, by or through agents, employees affiliates or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such dutiesattorneys-in-fact. Agent shall not be responsible for the negligence or misconduct of any agent agents, affiliates or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care and prudence.
Appears in 5 contracts
Samples: Loan Agreement (Ashford Hospitality Prime, Inc.), Loan Agreement (Great Wolf Resorts, Inc.), Loan Agreement (Interstate Hotels & Resorts Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees contractors, or attorneys in attorneys-in-fact and shall will be entitled to advice of counsel concerning all matters pertaining to such those duties. Agent shall will not be responsible for the negligence or misconduct of any agent agents, contractors, or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without gross negligence or willful misconductgood faith.
Appears in 5 contracts
Samples: Financing Agreement (CitiSteel PA, Inc.), Financing Agreement (CitiSteel PA, Inc.), Financing Agreement (Westaff Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 9.3.
Appears in 4 contracts
Samples: Credit Agreement (BGF Industries Inc), Senior Subordinated Credit Agreement (Galey & Lord Inc), Credit Agreement (T Sf Communications Corp)
Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Operative Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 4 contracts
Samples: Funding Loan Agreement (Walter Industries Inc /New/), Variable Funding Loan Agreement (Walter Industries Inc /New/), Variable Funding Loan Agreement (Walter Industries Inc /New/)
Delegation of Duties. Agent may execute any of its respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to rely on advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care.
Appears in 4 contracts
Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Credit Agreement (Lincoln Educational Services Corp), Credit Agreement (Arc Document Solutions, Inc.), Credit Agreement (American Reprographics CO)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in good faith, and without gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Possession Loan and Security Agreement, Loan and Security Agreement (Sharper Image Corp), Loan and Security Agreement (Sharper Image Corp)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact attorney‑in‑fact that it selects as long as such selection was made without in the absence of a finding by a court of competent jurisdiction in a final and nonappealable judgment that Agent acted with gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Credit Agreement (A-Mark Precious Metals, Inc.), Credit Agreement (A-Mark Precious Metals, Inc.), Credit Agreement (A-Mark Precious Metals, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsAgents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent Agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 4 contracts
Samples: Credit Agreement (Nashua Corp), Credit Agreement (Nashua Corp), Credit Agreement (Nashua Corp)
Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 4 contracts
Samples: Loan Agreement (Cronos Group), Management Agreement (Cronos Group), Loan Agreement (Cronos Group)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc)
Delegation of Duties. Agent The Agents may execute any of its duties under this Agreement or any other Loan Document by or through Affiliates, agents, employees or attorneys in fact attorneys-in-fact, such sub-agents as shall be deemed necessary by the Agents, and shall be entitled to advice of counsel counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent or attorney in sub-agent or attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Igate Corp), Credit Agreement (Igate Corp), Credit Agreement (Igate Corp)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 3 contracts
Samples: Mortgage Warehousing (Ares Commercial Real Estate Corp), Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Operative Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct, but Agent covenants to monitor and supervise in a reasonable manner the conduct of such agents or attorneys-in-fact in furtherance of Agent's duties hereunder.
Appears in 3 contracts
Samples: Reimbursement Agreement (DSL Net Inc), Reimbursement Agreement (Vantagepoint Venture Partners 1996), Reimbursement Agreement (Columbia Capital LLC)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsAgents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent Agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.
Appears in 3 contracts
Samples: Unsecured Revolving Credit Agreement (Sunrise Realty Trust, Inc.), Unsecured Revolving Credit Agreement (AFC BDC Inc.), Secured Revolving Credit Agreement (AFC Gamma, Inc.)
Delegation of Duties. The Lender Agent may execute any of its duties under this Agreement or any other Loan Facility Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Lender Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement (Residential Capital, LLC), Master Custodial Agreement (Residential Capital, LLC)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees sub-agents, employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agent, sub-agent, employee, or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 3 contracts
Samples: And Guaranty Agreement (General Growth Properties Inc), Security and Guaranty Agreement (Pershing Square Capital Management, L.P.), And Guaranty Agreement (General Growth Properties Inc)
Delegation of Duties. The Agent may execute any of its duties -------------------- under this Loan Agreement or any and the other Loan Document Operative Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 3 contracts
Samples: Master Agreement (Sterling Commerce Inc), Loan Agreement (Hughes Supply Inc), Hughes Supply Inc
Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 3 contracts
Samples: Credit and Reimbursement Agreement (Sears Holdings Corp), Credit and Reimbursement Agreement (Sears Holdings Corp), Letter of Credit and Reimbursement Agreement (Sears Holdings Corp)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Security Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct. The exculpatory provisions of Section 20 and this Section shall apply to any such agent, employee or attorney-in-fact.
Appears in 3 contracts
Samples: Guarantee and Security Agreement (CNO Financial Group, Inc.), Guarantee and Security Agreement (CNO Financial Group, Inc.), Guarantee and Security Agreement (Conseco Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 3 contracts
Samples: Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co), Credit and Security Agreement (Chartermac)
Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.
Appears in 3 contracts
Samples: Investment Agreement (Palace Entertainment Holdings, Inc.), Investment Agreement (Minrad International, Inc.), Possession Credit Agreement (D. E. Shaw Laminar Acquisition Holdings 3, L.L.C.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents to which the Agent is a party or under which the Agent is granted any right or remedy by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 3 contracts
Samples: Term Loan Agreement (Viking Energy Group, Inc.), Term Loan Agreement (Royale Energy Holdings, Inc.), Term Loan Agreement (Royale Energy Holdings, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductmisconduct or made in breach in bad faith of Agent’s obligations hereunder or under any other Loan Document (in each case, as a finally determined by a court of competent jurisdiction).
Appears in 3 contracts
Samples: Assignment and Acceptance Agreement (Exide Technologies), Possession Credit Agreement (Exide Technologies), Credit Agreement (Exide Technologies)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and each other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 3 contracts
Samples: Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document Financing Agreement by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of legal counsel and other consultants, independent public accountants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconductmisconduct as finally determined in a non-appealable judicial proceeding.
Appears in 3 contracts
Samples: Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact except to the extent that it selects as long as such selection was made without a court of competent jurisdiction determines in a final and nonappealable order that Agent acted with gross negligence or willful misconductmisconduct in the selection of such agent(s) or attorney(s) in fact.
Appears in 3 contracts
Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.), Bridge Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.), Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys attorneys’ in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Renewable Energy Group, Inc.), Credit Agreement (Ciber Inc), Credit Agreement (Renewable Energy Group, Inc.)
Delegation of Duties. Except as otherwise provided in this section, Agent may execute any of its duties under this Agreement or any of the other Loan Document Financing Agreements by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in compliance with this Section and without gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Salant Corp), Loan and Security Agreement (Industrial Fuels Minerals Co), Revolving Credit and Security Agreement (Salant Corp)
Delegation of Duties. The Paying Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Paying Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Assignment and Assumption (Tyco International LTD /Ber/), Assignment and Assumption (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any Agreement, the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Rouge Industries Inc), Credit Agreement (Rouge Industries Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to rely on advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Markel Corp), Credit Agreement (Markel Corp)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 2 contracts
Samples: Construction Loan Agreement (Taubman Realty Group LTD Partnership), Construction Loan Agreement (Taubman Centers Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Debt Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Loan and Security Agreement (Endocyte Inc), Loan and Security Agreement (Endocyte Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact attorney‑in‑fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (SWK Holdings Corp), Credit Agreement (Pdi Inc)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsAgent, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Loan and Security Agreement (Factory Card Outlet Corp), Loan and Security Agreement (Pierre Foods Inc)
Delegation of Duties. Agent may execute any of its duties under this Loan Agreement and any duties as Agent or as a party, payee, mortgagee, assignee or beneficiary under any other Loan Document Document, by or through agents, employees Affiliates or attorneys in attorneys-in-fact; provided that such agents, Affiliates or attorneys-in-fact and shall be entitled subject to advice the same standard of counsel concerning all matters pertaining to such dutiescare as Agent as set forth in Section 9.2(b). Agent shall not be responsible for the negligence or misconduct of any agent agents, Affiliates or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care and prudence.
Appears in 2 contracts
Samples: Loan Agreement (Sunstone Hotel Investors, Inc.), Loan Agreement (Sunstone Hotel Investors, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Credit Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconductmisconduct in such selection.
Appears in 2 contracts
Samples: Subordinated Loan Agreement (Cyalume Technologies Holdings, Inc.), Term Loan Agreement (Cyalume Technologies Holdings, Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact (including for greater certainty, any branch or affiliate of the Agent) and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent the Agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful wilful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Gibson Energy ULC), Credit Agreement (Johnstone Tank Trucking Ltd.)
Delegation of Duties. Agent may execute any of its duties under this Agreement and the other Loan Documents or any other Loan Document document by and between Agent and Lenders by or through agentsa servicer, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent servicer, agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 2 contracts
Samples: Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it Agent selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Loan and Security Agreement (West Marine Inc), Loan and Security Agreement (West Marine Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Animal Health International, Inc.), Term Loan Credit Agreement (Animal Health International, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Loan Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent Agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence negligence, bad faith, or willful misconduct.
Appears in 2 contracts
Samples: Loan and Security Agreement (Agritech Worldwide, Inc.), Loan and Security Agreement (Agritech Worldwide, Inc.)
Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in good faith and without gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Loan and Security Agreement (SMART Modular Technologies (WWH), Inc.), Loan and Security Agreement (SMART Modular Technologies (DE), Inc.)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.with reasonable care. 10.03
Appears in 2 contracts
Samples: Credit Agreement (Bucyrus International Inc), Credit Agreement (Precision Castparts Corp)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.
Appears in 2 contracts
Samples: Subordinated Credit Agreement (Bio Rad Laboratories Inc), Credit Agreement (Bio Rad Laboratories Inc)
Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Credit Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Friedmans Inc), Credit Agreement (Friedmans Inc)
Delegation of Duties. The Agent may execute any of its their respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.
Appears in 2 contracts
Samples: Credit and Security Agreement (Seacastle Inc.), Credit and Security Agreement (Interpool Inc)