Lender's Agent Clause Samples

The "Lender's Agent" clause designates a specific individual or entity to act on behalf of the lender in connection with the agreement. This agent is typically authorized to receive notices, make decisions, and perform administrative tasks related to the loan, such as processing payments or handling documentation. By clearly identifying the lender's representative, the clause streamlines communication and ensures that all parties know who to contact for matters concerning the lender, thereby reducing confusion and facilitating efficient administration of the loan.
Lender's Agent. (a) The Lenders hereby appoint BVF, Inc., as the “Agent” for the Lenders under each of the Notes, and Agent agrees to act as Collateral agent in accordance with the terms and conditions of this Agreement and each of the Notes. Notwithstanding anything to the contrary herein, the Agent may be removed or replaced with the written consent of the Majority Note Holders. Until the full release of the security interest in the Collateral, the Lenders hereby authorize Agent to take all actions, to make all decisions and to exercise all powers and remedies on their behalf under the provisions of each of the Notes, including, without limitation, all such actions, decisions and powers as are reasonably incidental thereto. The Agent may execute any of its duties hereunder by or through agents, designees or employees. The powers conferred on the Agent hereunder are solely to ratably protect the interests in the Collateral of the holders of the Notes, and shall not impose any duty upon it to exercise any such powers, provided that the Agent shall take (or refrain from taking) any action upon the written direction of the holders of a majority of the then outstanding principal amount of the Notes, and shall act on behalf of, and for the ratable benefit of, the holders of the Notes in good faith and in a manner that it reasonably believes treats all holders of Notes proportionally. (b) Neither the Agent nor any of its affiliates, partners, directors, members, officers, agents, designees, employees, trustees, or advisors (collectively, “Indemnified Persons”) shall be liable or responsible to any Lender for any action reasonably taken or omitted to be taken in good faith by Agent or any other such Indemnified Persons hereunder or under any related agreement, instrument or document (unless any such action taken or omitted to be taken shall be caused by the willful misconduct or gross negligence of such Indemnified Persons), nor shall any Indemnified Person be liable or responsible to any such Purchaser for (i) the validity, effectiveness, sufficiency, enforceability or enforcement of any Note, this Agreement or any other Transaction Document or any instrument or document delivered hereunder or thereunder or relating thereto; (ii) the title of Company to any of the Collateral, the perfection of any security interest(s) with respect to the Collateral, or the freedom of any of the Collateral from any prior or other liens or security interests; (iii) the determination, verificatio...
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Lender's Agent and Borrower hereby covenant and agree for the benefit of the Lenders that they each have adopted and implemented procedural safeguards to help ensure that all actions taken by Lender's Agent hereunder will be effected by individuals other than, and not under the supervision of, individuals who are acting in a capacity as Borrower hereunder, and that all transactions effected hereunder will take place at the same fully negotiated "arms length" prices offered to similarly situated third parties by Lender's Agent when it acts as lending agent for the various participants in its securities lending program, notwithstanding the inherent conflict of interest with respect to Loans to be effected by Lender's Agent to Borrower.
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Lender's Agent. The Lender’s Agent shall be the River Falls Municipal Utilities General Manager, ▇▇▇▇ ▇▇▇▇▇▇, or his designee.
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Lender's Agent and Borrower shall agree on the terms of each Loan, including the identity and amount of the securities to be loaned (all of which shall be U.S. Securities), the basis of compensation, and the type and amount of Collateral to be delivered by Borrower (subject to the terms and conditions of this Agreement), which terms may be amended during the period of the Loan only by mutual agreement of the parties hereto.
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Lender's Agent. Lessee and Lessor hereby agree that, so long as no Loan Event of Default exists, Lessee shall have, subject to the terms and conditions set forth in the Loan Agreement, the exclusive right to exercise the rights of "Borrower" under Section 2 of the Loan Agreement (other than under Section 2.1(f) of the Loan Agreement), including, without limitation:
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Lender's Agent. Lender acknowledges (i) that Lender’s Agent and Borrower are affiliated entities and (ii) that Lender’s Agent is serving as agent for Lender under this Agreement.
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Lender's Agent as defined in Section 22.4.1; LIBOR: on or from any Day, the percentage rate per annum published two (2) London Banking Days before that Day (or, if that Day is not a London Banking Day, published two (2) London Banking Days before the nearest preceding London Banking Day) at 11:00 a.m. London time, by the British Bankers Association that appears on the Reuters Screen LIBOR01 page as three (3) Month USD LIBOR or, if no such rate is published, such other rate representing the cost of three (3) Month USD funds in the London interbank lending market on that Day as reasonably agreed by the Parties;
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Lender's Agent. Lender hereby designates Sterling Financial -------------- Services Company ("SFS") as its agent for the purpose of exercising Lender's rights and carrying out Lender's duties under this Agreement, the Relevant Documents, or otherwise arising. Borrower hereby recognizes SFS as Lender's agent, agrees that SFS may give any notice, make any demand or do any act required or permitted to be given, made, or done hereunder with the same effect as if given, made or done by Lender, and agrees to discharge all of its duties hereunder, including the payment of Obligations, as directed by SFS.
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Lender's Agent is authorized in its discretion to terminate any securities Loan entered into with a Borrower without prior notice to the Lender, subject to the conditions of the relevant Securities Lending Agreement. The Lender may itself instruct Lender’s Agent. to terminate any loan on any date, subject to the conditions of the relevant Securities Lending Agreement, and Lender’s Agent. agrees to comply with any such instruction.
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Related to Lender's Agent

  • Borrowers’ Agent Each of Borrowers hereby irrevocably appoints Borrower Representative as its agent, attorney-in-fact and legal representative for all purposes, including requesting disbursement of the Term Loan Advance and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent or any Lender. Agent may rely, and shall be fully protected in relying, on any request for the Term Loan Advance, disbursement instruction, report, information or any other notice or communication made or given by Borrower Representative, whether in its own name or on behalf of one or more of the other Borrowers, and Agent shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, other notice or communication, nor shall the joint and several character of Borrowers’ obligations hereunder be affected thereby.

  • Borrower Representative To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

  • Majority Lenders’ instructions (a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

  • Designation of Lead Borrower as Borrowers’ Agent (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to each Credit Party on account of Credit Extensions so made as if made directly by the applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents. (b) Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Credit Extension. Neither the Administrative Agent nor any other Credit Party shall have any obligation to see to the application of such proceeds therefrom.

  • Non-Reliance on Administrative Agent and Other Lenders Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.