Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 36 contracts
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (ACV Auctions Inc.), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document any of the Basic Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 26 contracts
Samples: Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.), Credit Agreement (Regional Management Corp.)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Each Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 24 contracts
Samples: Credit Agreement (Deere John Capital Corp), Credit Agreement (Deere John Capital Corp), Credit Agreement (Deere & Co)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document any of the Related Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 23 contracts
Samples: Note Purchase Agreement (General Motors Financial Company, Inc.), Note Purchase Agreement (General Motors Financial Company, Inc.), Note Purchase Agreement (Americredit Corp)
Delegation of Duties. Each Agent may execute any of its respective duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it such Agent with reasonable care.
Appears in 21 contracts
Samples: Credit Agreement (Cooper River Properties LLC), Credit Agreement (Insignia Properties Trust /), Credit Agreement (Cooper River Properties LLC)
Delegation of Duties. (a) Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
(b) Without limiting the generality of Section 11.02(a), the Administrative Agent may at any time or from time to time designate one or more of its Affiliates to execute any of its duties under this Agreement and each other Facility Document.
Appears in 21 contracts
Samples: Credit and Security Agreement (LGAM Private Credit LLC), Amendment No. 2 to Facility Documents (Blue Owl Technology Income Corp.), Credit and Security Agreement (Saratoga Investment Corp.)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable carecare other than any Affiliates of such Agent.
Appears in 18 contracts
Samples: Credit Agreement (HPS Corporate Lending Fund), Credit Agreement (T. Rowe Price OHA Select Private Credit Fund), Credit Agreement (HPS Corporate Lending Fund)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through 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 be responsible for the negligence or misconduct of any agents or attorneys-in-attorneys in fact selected by it with reasonable care.
Appears in 16 contracts
Samples: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
Delegation of Duties. Each Agent The Agents may execute any of its their duties under this Agreement and each the other Facility Document Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 15 contracts
Samples: Credit Agreement (L 3 Communications Corp), 364 Day Credit Agreement (L 3 Communications Corp), 364 Day Credit Agreement (L 3 Communications Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 14 contracts
Samples: Receivables Purchase Agreement (Convergys Corp), Receivables Purchase Agreement (Convergys Corp), Receivables Purchase Agreement (Tenneco Inc)
Delegation of Duties. Each The Agent and each Managing Agent may execute any of its duties under this Agreement and each or any other Facility Transaction Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither the Agent nor any Managing Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 14 contracts
Samples: Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each other Facility Document the Transaction Documents to which it is a party by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 14 contracts
Samples: Credit and Security Agreement (International Paper Co /New/), Credit and Security Agreement (International Paper Co /New/), Credit and Security Agreement (Boston Scientific Corp)
Delegation of Duties. Each Agent Any of the Additional Agents may execute any of its duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Additional Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 13 contracts
Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 12 contracts
Samples: Credit Agreement (Soundhound Ai, Inc.), Credit Agreement (Grindr Inc.), Credit Agreement (Grindr Inc.)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Credit Documents by or through 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 be responsible for the negligence or misconduct of any agents or attorneys-in-attorneys in fact selected by it with reasonable care.
Appears in 11 contracts
Samples: Credit Agreement (Vireo Growth Inc.), Credit Agreement and Security Agreements (TerrAscend Corp.), Credit Agreement and Security Agreements (TerrAscend Corp.)
Delegation of Duties. Each The Agent may execute any of its duties under this Agreement and each other Facility Related Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 9 contracts
Samples: Credit and Security Agreement, Credit and Security Agreement, Credit and Security Agreement (GWG Life, LLC)
Delegation of Duties. Each Agent Either of the Agents may execute any of its duties under this Agreement and each or any other Facility Loan Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 8 contracts
Samples: Loan Agreement (Enstar Income Program Iv-1 Lp), Loan Agreement (Enstar Income Growth Program Five-a Lp), Loan Agreement (Enstar Income Growth Program Five-B Lp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents 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 agents or attorneys-in-fact selected by it with reasonable care.
Appears in 8 contracts
Samples: Loan and Servicing Agreement (Prospect Capital Corp), Loan and Servicing Agreement (Prospect Capital Corp), Loan and Servicing Agreement (Prospect Capital Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each or any other Facility Loan Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 7 contracts
Samples: Credit Agreement (Cabot Microelectronics Corp), Credit Agreement (Quality Food Centers Inc), Credit Agreement (Mt Investors Inc)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 6 contracts
Samples: Credit and Security Agreement (Mohawk Industries Inc), Receivables Purchase Agreement (Ferrellgas Partners Finance Corp), Credit and Security Agreement (Mohawk Industries Inc)
Delegation of Duties. Each The Agent and the Managing Agents may execute any of its their respective duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither the Agent nor any Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 6 contracts
Samples: Receivables Purchase Agreement (Anixter International Inc), Receivables Purchase Agreement (Insight Enterprises Inc), Receivables Purchase Agreement (Anixter International Inc)
Delegation of Duties. Each Agent may execute any of its duties -------------------- under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 6 contracts
Samples: Credit Agreement (Nationwide Credit Inc), Credit Agreement (Alliance Laundry Holdings LLC), Credit and Guarantee Agreement (Exide Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document any of the Transaction Documents by or through 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 be responsible for the negligence or misconduct of any agents or attorneys-in-attorneys in fact selected by it with reasonable care.
Appears in 5 contracts
Samples: Omnibus Amendment to Indenture and Note Purchase Agreement (United States Cellular Corp), Omnibus Amendment to Indenture and Note Purchase Agreement (United States Cellular Corp), Series 2017 VFN Note Purchase Agreement (United States Cellular Corp)
Delegation of Duties. Each The Agent may execute any of its -------------------- duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 5 contracts
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc), Receivables Purchase Agreement (Bon Ton Stores Inc), Receivable Interest Purchase Agreement (Federal Mogul Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 5 contracts
Samples: Credit Agreement (Quality Distribution Inc), Credit Agreement (Salt Holdings Corp), Credit Agreement (Intelsat LTD)
Delegation of Duties. Each The Agent and the Managing Agents may execute any of its their respective duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither the Agent nor any Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected and maintained by it with reasonable care.
Appears in 5 contracts
Samples: Receivables Purchase Agreement (Hanesbrands Inc.), Receivables Purchase Agreement (Johnsondiversey Holdings Inc), Receivables Purchase Agreement (Johnsondiversey Holdings Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 5 contracts
Samples: Credit Agreement (Molecular Insight Pharmaceuticals, Inc.), Plan Support Agreement (Molecular Insight Pharmaceuticals, Inc.), Secured Super Priority Debtor in Possession Credit Agreement (Trico Marine Services Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it in good faith with reasonable care.
Appears in 5 contracts
Samples: Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags Entertainment Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care. The exculpatory provisions of this Article shall apply to any such agent and attorney and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as agent or attorney.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Roundy's, Inc.), Asset Based Revolving Credit Agreement (Roundy's, Inc.), Credit Agreement (Roundy's, Inc.)
Delegation of Duties. Each The Agent may execute any of its duties under this Agreement and each other Facility Program Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 4 contracts
Samples: Revolving Credit and Security Agreement (Highland Distressed Opportunities, Inc.), Revolving Credit and Security Agreement (Highland Credit Strategies Fund), Revolving Credit and Security Agreement (First Trust Senior Floating Rate Income Fund Ii)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each or any other Facility Transaction Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Each Agent shall not be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 4 contracts
Samples: Loan and Administration Agreement (Commercial Credit, Inc.), Loan and Administration Agreement (Commercial Credit, Inc.), Loan and Administration Agreement (Commercial Credit, Inc.)
Delegation of Duties. Each Agent The Agents may each execute any of its duties under this Agreement and each the other Facility Document Credit Documents by or through agents agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agents, subagents or attorneys-in-fact selected by it with reasonable carein the absence of its gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).
Appears in 4 contracts
Samples: Senior Secured Second Out Term Loan Credit Agreement (Skillsoft Corp.), Senior Secured Second Out Term Loan Credit Agreement (Skillsoft Corp.), Senior Secured Term Loan Credit Agreement (Skillsoft Corp.)
Delegation of Duties. Each Agent The Agents may execute any of its their respective duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it such Agent with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Duratek Inc), Credit Agreement (GTS Duratek Inc), Loan Agreement (Washington Homes Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable carecare other than any Affiliate of such Agent.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)
Delegation of Duties. Each Agent of the Agents may execute any of its respective duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it such Agent with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Acc Corp), Credit Agreement (Acc Corp), Credit Agreement (Acc Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Credit Documents by or through agents, sub-agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents, sub-agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Rubrik, Inc.), Credit Agreement (Rubrik, Inc.), Credit Agreement (Rubrik, Inc.)
Delegation of Duties. Each Agent may execute any of its respective duties under this Agreement and each other Facility any Financing Document by or through agents agents, employees or attorneys-in-fact fact, and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the any degree of negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by it that such Agent selects with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Axtel Sab De Cv), Credit Agreement (Axtel Sab De Cv), Credit Agreement (Axtel Sab De Cv)
Delegation of Duties. Each Agent The Agents may execute any of its their respective duties under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys- in-fact selected by it with reasonable carecare except to the extent otherwise required by Section 10.03.
Appears in 3 contracts
Samples: Credit Agreement (MMH Holdings Inc), Credit Agreement (MMH Holdings Inc), Credit Agreement (Morris Material Handling Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable carecare except to the extent otherwise required by Section 11.03.
Appears in 3 contracts
Samples: Credit Agreement (Dade Behring Holdings Inc), Credit Agreement (Advanced Medical Inc), Credit Agreement (Dade Behring Inc)
Delegation of Duties. Each Managing Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Medco Health Solutions Inc), Receivables Purchase Agreement (Medco Health Solutions Inc), Receivables Purchase Agreement (Medco Health Solutions Inc)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each or any other Facility Loan Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Atmos Energy Corp), Credit Agreement (Atmos Energy Corp), Credit Agreement (Atmos Energy Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable carecare except to the extent otherwise required by Section 11.03.
Appears in 3 contracts
Samples: Credit Agreement (Endurance Specialty Holdings LTD), Credit Agreement (Endurance Specialty Holdings LTD), Credit Agreement (Endurance Specialty Holdings LTD)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact in‑fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Sba Communications Corp), Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Northwestern Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Credit Documents by or through agents agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither Agent shall be responsible for the negligence or misconduct of any agents, sub-agents or attorneys-in-fact selected by it with reasonable due care.
Appears in 3 contracts
Samples: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each or any other Facility Loan Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent None of the Agents shall be responsible to the Lenders for the gross negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.)
Delegation of Duties. Each Agent of the Agents may execute any and all of its their respective duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such duties. No Neither Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by it with reasonable care.
Appears in 3 contracts
Samples: Credit Agreement (Dirsamex Sa De Cv), Credit Agreement (Jafra Worldwide Holdings Lux Sarl), Credit Agreement (Jafra Cosmetics International Sa De Cv)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the gross negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Aveta Inc), Credit Agreement (Aveta Inc)
Delegation of Duties. Each Agent The Agents may execute any of its their duties -------------------- under this Agreement and each the other Facility Document Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (P&l Coal Holdings Corp), Credit Agreement (LFC Armored of Texas Inc)
Delegation of Duties. Each Agent may execute any of its duties -------------------- under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Each Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Deere & Co), Credit Agreement (Deere & Co)
Delegation of Duties. Each Agent may execute any of its duties hereunder or under this Agreement and each the other Facility Document Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Railworks Corp), Credit Agreement (Railworks Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document any of the Related Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.. 45
Appears in 2 contracts
Samples: Class B Note Purchase Agreement (Americredit Corp), Class a Note Purchase Agreement (Americredit Corp)
Delegation of Duties. Each Agent may execute any of its duties -------------------- under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (SMTC Corp), Credit Agreement (Infonet Services Corp)
Delegation of Duties. Each Agent Any of the Agents may execute any of its duties under this Agreement and each or any other Facility Credit Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent None of the Agents shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-in- fact selected by that it selects with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Bloom Energy Corp), Credit Agreement (Bloom Energy Corp)
Delegation of Duties. Each The Agent and the Managing Agents may execute any of its itstheir respective duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No TheNeither the Agent nor any Managing Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Amendment (Insight Enterprises Inc), Receivables Purchase Agreement (Insight Enterprises Inc)
Delegation of Duties. Each The Agent and the Managing Agents may execute any of its their respective duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither the Agent nor the Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Timken Co), Receivables Purchase Agreement (Timken Co)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through 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 be responsible for the negligence or misconduct of any agents or attorneys-in-in fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Delta Petroleum Corp/Co), Term Loan Agreement (Williams Companies Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Cisco Systems Inc), Credit Agreement (Cisco Systems Inc)
Delegation of Duties. Each Agent may execute any of its --------------------- duties under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (GSL Corp), Credit Agreement (Compass Minerals Group Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable due care.
Appears in 2 contracts
Samples: Credit and Security Agreement (BlackRock Private Credit Fund), Credit and Security Agreement (BlackRock Private Credit Fund)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 2 contracts
Samples: Credit Agreement (Sunpower Corp), Credit Agreement (Sunpower Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-attorneys- in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each or any other Facility Credit Document by or through agents agents, employees, or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it with reasonable careselects as long as such selection was made without gross negligence or willful misconduct.
Appears in 1 contract
Samples: Credit Agreement (Friedmans Inc)
Delegation of Duties. Each Agent may execute any of its duties -------------------- under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (RPP Capital Corp)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Eastman Chemical Co)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each other Facility Document the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent and the Administrative Agent (each a "Purchaser Agent") may execute any of its duties under this Agreement and each other Facility Document any of the Related Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Purchaser Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Napco Security Technologies, Inc)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-fact and shall will be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall Neither of the Agents will be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document First Lien Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: First Lien Credit Agreement (FGX International Holdings LTD)
Delegation of Duties. (a) Each Agent may execute any of its duties under this Agreement and each or any other Facility Loan Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it with reasonable careselects in the absence of gross negligence or willful misconduct.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties -------------------- under this Agreement and each or any other Facility Credit Document by or through affiliates, agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any affiliates, agents or attorneys-in-fact selected by it with reasonable carecare except to the extent otherwise required by Section 11.03.
Appears in 1 contract
Samples: Credit Agreement (Modus Media International Holdings Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document any of the Related Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys- in-fact selected by it with reasonable care.care 45
Appears in 1 contract
Delegation of Duties. Each The Agent and each Managing Agent may each execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither the Agent nor any Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document any of the Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Investment Agreement (Santander Holdings USA, Inc.)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each the other Facility Document Financing Documents by or through 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 be responsible for the negligence or misconduct of any agents or attorneys-in-in fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (InfraREIT, Inc.)
Delegation of Duties. Each Agent may execute any of its duties -------------------- under this Agreement and each or any other Facility Loan Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Mark Iv Industries Inc)
Delegation of Duties. Each Agent The Agents may execute any of its their duties under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected 123 -117- by it with reasonable carecare except to the extent otherwise required by Section 10.03.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under -------------------- this Agreement and each or any other Facility Loan Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact attorneys in‑fact selected by it with reasonable care.
Appears in 1 contract
Samples: Uncommitted Credit Agreement (Aegean Marine Petroleum Network Inc.)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care..
Appears in 1 contract
Samples: Credit Agreement (Napco Security Technologies, Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable carecare except to the extent otherwise required by Section 10.03.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents any one or more agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel or other consultants or experts concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable carein the absence of gross negligence or willful misconduct.
Appears in 1 contract
Samples: Credit Agreement (NGA Holdco, LLC)
Delegation of Duties. Each Agent may execute any of its -------------------- duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Each Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Deere & Co)
Delegation of Duties. Each of the Agent and the Collateral Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No None of the Agent or the Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Credit Agreement and each or any other Facility Credit Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it with reasonable careselects in the absence of gross negligence or willful misconduct.
Appears in 1 contract
Samples: Credit Agreement (Take Two Interactive Software Inc)
Delegation of Duties. Each Agent may execute any of its duties -------------------- under this Agreement and each other Facility Document the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Owens & Minor Inc/Va/)
Delegation of Duties. Each Agent may execute any of its duties -------------------------- under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties -------------------- under this Agreement and each or any other Facility Credit Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable carecare except to the extent otherwise required by Section 11.03.
Appears in 1 contract
Samples: Credit Agreement (Dade Behring Inc)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each or any other Facility Credit Document by or through agents agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents agent or attorneysattorney-in-fact selected by that it selects with reasonable care.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Greif Brothers Corp)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact attorneys‑in‑fact selected by it with reasonable care.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Delegation of Duties. Each The Agent and the Managing Agents may execute any of its their respective duties under this Agreement and each other Facility Transaction Document by or through agents or attorneys-in-attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither the Agent nor any Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-attorneys in fact selected and maintained by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document any of the Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable due care.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Payoneer Global Inc.)
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it in good faith with reasonable care..
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Operative Agreements by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Borders Group Inc)
Delegation of Duties. Each Agent of the Agents may execute any of its duties under this Agreement and each the other Facility Document Note Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys-attorneys in-fact selected by it with reasonable care.
Appears in 1 contract
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and each the other Facility Document Loan Documents by or through agents or attorneys-in-fact attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact attorneys‑in‑fact selected by it with reasonable care.
Appears in 1 contract
Samples: Credit Agreement (Aegean Marine Petroleum Network Inc.)
Delegation of Duties. Each The Agent may execute any of its duties under this Agreement and each other Facility Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent agent shall be responsible for the negligence or misconduct Misconduct of any agents or attorneys-in-fact selected by it with reasonable carecare except to the extent otherwise required by Section 10.03.
Appears in 1 contract
Samples: Revolving Credit Agreement (Leading Edge Earth Products Inc)