RIGHTS AND DUTIES OF THE AGENT. 27.1 The Agent shall, pursuant to the entrustment by All Lenders B, perform the Agent Services B and exercise rights for the benefit of All Lenders B, and shall exercise the rights that, in the Agent’s opinion, are ordinarily necessary or appropriate in performing the Agent Services B. The Agent shall not be liable for any duties other than those expressly specified in the provisions of this Agreement, and shall not be liable for any non-performance of obligations by the Lenders B under this Agreement. The Agent shall be an agent of the Lenders B and, unless otherwise provided, shall never act as an agent of the Borrower. 27.2 The Agent may rely upon any communication, instrument and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that the Agent believes to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreement. 27.3 The Agent shall perform the duties and exercise the authority provided for in this Agreement with the due care of a good manager. 27.4 Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders B for any acts or omissions conducted by the Agent pursuant to, or in connection with, this Agreement, except for its or their willful misconduct or gross negligence. The Lenders B (other than Lenders B who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent is obliged to contribute, calculated pursuant to the Agent’s Commitment Ratio B. Provided, however, that if any of the Lenders B cannot perform the indemnity for which it is liable, the Agent’s Commitment Ratio B shall be calculated by dividing the Agent’s Commitment Ratio B by the aggregate of the Commitment Ratio B of the Lenders B other than such non-indemnifying Lenders B. 27.5 The Agent shall not be liable for the validity of this Agreement, and shall not guarantee any matters represented in this Agreement. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the necessary matters, including the creditworthiness of the Borrower, on the basis of the documents, information and other data as it has deemed appropriate. 27.6 In cases where the Agent is also acting as a Lender B, the Agent shall have the same rights and obligations as the other Lenders B, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of this Agreement. In this case, the Agent shall not be required to disclose to other Lenders B information in relation to the Borrower it has obtained through transactions with the Borrower other than those contemplated under this Agreement, nor shall the Agent be required to distribute to other Lenders B any money it has received from the Borrower through transactions with the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders B.) 27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof to the other Lenders B. 27.8 In cases where the Agent is also acting as a Lender B, the calculation of the amounts to be distributed to each Lender B pursuant to the provisions of Clause 19 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender B other than the Agent, any amount less than one yen shall be rounded down, and (ii) amounts to be distributed to a Lender B who is also appointed as the Agent shall be the difference between the aggregate of all amounts to be distributed and the amounts distributed to other Lenders B. 27.9 Except for the cases under Clause 27.8, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems appropriate. 27.10 If the Agent receives any notice from the Borrower that is required to be given to each Lender B in relation to this Agreement, the Agent shall immediately inform All Lenders B of the details of such notice, or if the Agent receives any notice from a Lender B that is required to be given to the Borrower or other Lenders B in relation to this Agreement, the Agent shall immediately inform the Borrower or All Lenders B, as the case may be, of the details of such notice. The Agent shall make any documents that it has obtained from the Borrower and has retained, available for review by a Lender B during its ordinary business hours.
Appears in 3 contracts
Samples: Revolving Line Agreement (Advanced Micro Devices Inc), Revolving Line Agreement (Spansion Inc.), Revolving Line Agreement (Advanced Micro Devices Inc)
RIGHTS AND DUTIES OF THE AGENT. 27.1 (1) The Agent shall, pursuant to the entrustment by All Lenders Bthe Lenders, perform the Agent Services B and exercise its rights for on behalf of the benefit of All Lenders B, and shall exercise such rights that the rights that, in the Agent’s opinion, are ordinarily Agent acknowledges to be usually necessary or appropriate in performing the Agent Services B. appropriate. The Agent shall not be liable for any the duties other than those expressly specified provided for in the provisions of this Agreement, and nor shall not be liable for any non-performance of obligations by of the Lenders B Lender under this Agreement. The Agent is the Lenders' agent and shall not be the Borrower's agent unless otherwise stipulated.
(2) The Agent shall be an agent of able to rely on the Lenders B and, unless otherwise provided, shall never act as an agent of the Borrower.
27.2 The Agent may rely upon any communication, instrument correspondences and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that the Agent believes documents deemed to be true and correctappropriate and deemed to be delivered bearing signature or name and seal of an appropriate person, and may act in reliance upon any written opinion or explanatory letter relying on the opinions and explanations of experts reasonably appointed by the Agent within to the reasonably extent necessary extent in relation to for the purpose of this Agreement.
27.3 The Agent shall perform the (3) In performance of its duties and exercise of its powers, the authority provided for in this Agreement with the Agent shall pay a due care expected of a good manager.
27.4 Neither the (4) The Agent nor any of its directors, employees or agents shall not be liable to the Lenders B for any acts taken or omissions conducted omitted by the Agent pursuant to, to or in connection with, with this Agreement, except for its or their willful misconduct or gross negligence. The If the Agent incurs any liabilities, damages and others (including such expense that it may incur in order to avoid damage or loss as well as such expense that it may incur in order to recover the damage or loss (including legal fees)) in performing its duties under this Agreement, the Lenders B (other than Lenders B who act as the Agent) Agent shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are it is not reimbursed by the Borrower.
(5) If so directed in writing by the Majority Lenders, the Agent shall act in accordance with such direction to the extent it is legal to do so, and only for in that event the amount outstanding after deducting the portion for which the Agent is obliged to contribute, calculated pursuant to the Agent’s Commitment Ratio B. Provided, however, that if any of the Lenders B cannot perform the indemnity for which it is liable, the Agent’s Commitment Ratio B shall be calculated by dividing the Agent’s Commitment Ratio B by the aggregate of the Commitment Ratio B of the Lenders B other than such non-indemnifying Lenders B.
27.5 The Agent shall not be liable to the Borrower or the Lenders for the consequences of so acting.
(6) Unless the Agent is notified by the Borrower or the Lenders of the existence of any of the Events of Default (including any circumstance which would, with lapse of time or the giving of notice or both or fulfillment of other conditions, constitute an Event of Default), the Agent is deemed not to be able to know of the existence of such event.
(7) The Agent shall not warrant the effectiveness, validity or enforceability of this Agreement, and shall not guarantee Agreement or any matters or situations stated or represented in this Agreementherein. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the necessary matters, matters including the creditworthiness of the Borrower, Borrower on the basis of the documents, information and other data as it has they deemed appropriate.
27.6 (8) In cases where the event the Agent is also acting as a Lender Bone of the Lenders, the Agent in the capacity of the Lender under this Agreement shall have the same rights and obligations as with the other Lenders BLenders, irrespective of the Agent’s obligations its duties as Agent under this Agreement. The Agent may engage in commonly accepted generally recognized banking transactions with the Borrower outside of this Agreement. In this case, the Agent shall ; provided that it is not be required to disclose to other Lenders B information in relation to the Borrower it has obtained through transactions with the Borrower other than those contemplated under this Agreement, nor shall the Agent be required to distribute to other Lenders B any money it has received from the Borrower through transactions with the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required obligated to disclose any of information on the same to other Lenders B.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day Borrower obtained in such Trustee’s Regular Report is received, at the latest) report the details thereof transactions to the other Lenders B.nor is it obliged to distribute monies obtained or earned in such transactions to the other Lenders.
27.8 (9) In cases where the event the Agent is also acting as a Lender Bone of the Lenders, the in calculation of the amounts to be distributed amount of distribution to each Lender B pursuant to the provisions of Clause 19 Article 16, any fraction of less than JPY1 resulting from such calculation shall be made in accordance rounded down with respect to the following: (i) for amounts to be distributed distribution to each Lender B other than the Agent, any Agent and the amount less than one yen shall be rounded down, and (ii) amounts of distribution to be distributed to a the Lender B who which is also appointed as the Agent shall be the difference between balance remaining after deduction of the aggregate of all amounts to be distributed and the amounts distributed of distribution to the other Lenders B.from the total amount of distribution to the Lenders.
27.9 Except (10) As for the cases under Clause 27.8, all calculations treatment of fractions any fraction of less than one yen that are required under JPY1 which becomes necessary for the purpose of this Agreement shall be made Agreement, except in the manner case of the preceding Paragraph (9), the Agent may determine such method as it deems appropriate.
27.10 If (11) Determination as to rate of interest, Due Date, etc. contained in the Agent receives any Agent's notice from the Borrower that is required to be given to each Lender B in relation to this Agreement, the Agent shall immediately inform All Lenders B of the details of such notice, or if the Agent receives any notice from a Lender B that is required to be given to the Borrower or other the Lenders B in relation to this Agreement, the Agent shall immediately inform the Borrower or All Lenders B, as the case may be, of the details of such notice. The Agent shall make any documents that it has obtained from bind the Borrower and has retained, available for review by the Lenders as conclusive unless there is a Lender B during manifest error.
(12) The Agent may resign only if a successor Agent is appointed and accepts its ordinary business hoursappointment. The Majority Lenders may remove the Agent only if the successor Agent is appointed and accepts its appointment.
Appears in 3 contracts
Samples: Term Loan Agreement, Term Loan Agreement (Dentsply International Inc /De/), Term Loan Agreement (Dentsply International Inc /De/)
RIGHTS AND DUTIES OF THE AGENT. 27.1 The Agent shall, pursuant to the entrustment by All Lenders BA, perform the Agent Services B A and exercise rights for the benefit of All Lenders BA, and shall exercise the rights that, in the Agent’s opinion, are ordinarily necessary or appropriate in performing the Agent Services B. A. The Agent shall not be liable for any duties other than those expressly specified in the provisions of this Agreement, and shall not be liable for any non-performance of obligations by the Lenders B A under this Agreement. The Agent shall be an agent of the Lenders B A and, unless otherwise provided, shall never act as an agent of the Borrower.
27.2 The Agent may rely upon any communication, instrument and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that the Agent believes to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreement.
27.3 The Agent shall perform the duties and exercise the authority provided for in this Agreement with the due care of a good manager.
27.4 Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders B A for any acts or omissions conducted by the Agent pursuant to, or in connection with, this Agreement, except for its or their willful misconduct or gross negligence. The Lenders B A (other than Lenders B A who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent is obliged to contribute, calculated pursuant to the Agent’s Commitment Ratio B. A. Provided, however, that if any of the Lenders B A cannot perform the indemnity for which it is liable, the Agent’s Commitment Ratio B A shall be calculated by dividing the Agent’s Commitment Ratio B A by the aggregate of the Commitment Ratio B A of the Lenders B A other than such non-indemnifying Lenders B.A.
27.5 The Agent shall not be liable for the validity of this Agreement, and shall not guarantee any matters represented in this Agreement. The Lenders B A shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the necessary matters, including the creditworthiness of the Borrower, on the basis of the documents, information and other data as it has deemed appropriate.
27.6 In cases where the Agent is also acting as a Lender BA, the Agent shall have the same rights and obligations as the other Lenders BA, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of this Agreement. In this case, the Agent shall not be required to disclose to other Lenders B A information in relation to the Borrower it has obtained through transactions with the Borrower other than those contemplated under this Agreement, nor shall the Agent be required to distribute to other Lenders B A any money it has received from the Borrower through transactions with the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders B.A.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof to the other Lenders B.A.
27.8 In cases where the Agent is also acting as a Lender BA, the calculation of the amounts to be distributed to each Lender B A pursuant to the provisions of Clause 19 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender B A other than the Agent, any amount less than one yen shall be rounded down, and (ii) amounts to be distributed to a Lender B A who is also appointed as the Agent shall be the difference between the aggregate of all amounts to be distributed and the amounts distributed to other Lenders B.A.
27.9 Except for the cases under Clause 27.8, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems appropriate.
27.10 If the Agent receives any notice from the Borrower that is required to be given to each Lender B A in relation to this Agreement, the Agent shall immediately inform All Lenders B A of the details of such notice, or if the Agent receives any notice from a Lender B A that is required to be given to the Borrower or other Lenders B A in relation to this Agreement, the Agent shall immediately inform the Borrower or All Lenders BA, as the case may be, of the details of such notice. The Agent shall make any documents that it has obtained from the Borrower and has retained, available for review by a Lender B A during its ordinary business hours.
Appears in 3 contracts
Samples: Revolving Line Agreement (Advanced Micro Devices Inc), Revolving Line Agreement (Advanced Micro Devices Inc), Revolving Line Agreement (Spansion Inc.)
RIGHTS AND DUTIES OF THE AGENT. 27.1 25.1 The Agent shall, pursuant to the entrustment by All Lenders BLenders, perform the Agent Services B and exercise rights for the benefit of All Lenders BLenders, and shall exercise the rights thatwhich, in the Agent’s opinion, are ordinarily necessary or appropriate in appropriate, upon performing the Agent Services B. Services. The Agent shall not be liable for any the duties other than those expressly specified in the provisions each provision of this Agreement, and nor shall not be liable for any non-performance of obligations by the Lenders B under this Agreement. The Agent shall be an agent of the Lenders B and, unless otherwise provided, shall never act as an agent of the Borrower.
27.2 25.2 The Agent may rely upon any communication, instrument and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that believed by the Agent believes to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreement.
27.3 25.3 The Agent shall perform the its duties and exercise the authority its authorities provided for in this Agreement with the due care of a good manager.
27.4 25.4 Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders B for any acts or omissions conducted by the Agent pursuant to, or in connection with, with this Agreement, except for its or their willful misconduct or gross negligence. The Lenders B (other than Lenders B who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or and paid in order to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent is obliged to should contribute, calculated pursuant to the Agent’s Commitment Ratio B. Participation Ratio. Provided, however, that if any of the Lenders B cannot perform the indemnity for which it is liable, the Agent’s Commitment Participation Ratio B shall be calculated figured by dividing the Agent’s Commitment Participation Ratio B by the aggregate of the Commitment Participation Ratio B of the Lenders B other than such non-indemnifying Lenders B.Lenders.
27.5 25.5 The Agent shall not be liable for the validity of this Agreement, and nor shall not guarantee any matters represented by the parties in this Agreement. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their its sole discretion by conducting investigations as to the necessary matters, matters including the creditworthiness of the Borrower, Borrower on the basis of the documents, information and other data as it has deemed appropriate.
27.6 25.6 In cases where the Agent is also acting as a Lender BLender, the Agent shall have the same rights and obligations as the each other Lenders BLender, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of other than under this Agreement. In this case, the Agent shall not be required to disclose to other Lenders B the information in relation to the Borrower it has obtained through the transactions with the Borrower other than those contemplated under this Agreement, nor shall the Agent be required to distribute to other Lenders B any money it has received from the Borrower through transactions with the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders B.Lenders.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof to the other Lenders B.
27.8 25.7 In cases where the Agent is also acting as a Lender BLender, the calculation of the amounts to be distributed to each Lender B pursuant to the provisions of Clause 19 17 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender B other than the Agent, any amount less than one yen shall be rounded down, and (ii) for amounts to be distributed to a Lender B who is also appointed as the Agent shall be the difference between the aggregate of all the amounts to be distributed to All Lenders and the aggregate of the amounts distributed to other Lenders B.Lenders.
27.9 25.8 Except for the cases under Clause 27.825.7, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems appropriate.
27.10 25.9 If the Agent receives any notice from the Borrower that which is required to be given to each Lender B in relation to this Agreement, the Agent shall immediately inform All Lenders B of the details of such notice, or if the Agent receives any notice from a Lender B that which is required to be given to the Borrower or other Lenders B in relation to this AgreementLenders, the Agent shall immediately inform the Borrower or All Lenders BLenders, as the case may be, of the details of such notice. The Agent shall make any documents that it documents, which the Agent has obtained from the Borrower and has retainedkept, available for review by a Lender B during its the ordinary business hours.
Appears in 2 contracts
Samples: Loan Agreement (Spansion Inc.), Loan Agreement (Advanced Micro Devices Inc)
RIGHTS AND DUTIES OF THE AGENT. 27.1 25.1 The Agent shall, pursuant to the entrustment by All Lenders BLenders, perform the Agent Services B and exercise rights for the benefit of All Lenders BLenders, and shall exercise the rights thatwhich, in the Agent’s opinion, are ordinarily necessary or appropriate in appropriate, upon performing the Agent Services B. Services. The Agent shall not be liable for any the duties other than those expressly specified in the provisions each provision of this Agreement, and nor shall not be liable for any non-performance of obligations by the Lenders B under this Agreement. The Agent shall be an agent of the Lenders B and, unless otherwise provided, shall never act as an agent of the Borrower.
27.2 25.2 The Agent may rely upon any communication, instrument and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that believed by the Agent believes to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreement.
27.3 25.3 The Agent shall perform the its duties and exercise the authority its authorities provided for in this Agreement with the due care of a good manager.
27.4 25.4 Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders B for any acts or omissions conducted by the Agent pursuant to, or in connection with, with this Agreement, except for its or their willful misconduct or gross negligence. The Lenders B (other than Lenders B who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or and paid in order to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent is obliged to should contribute, calculated pursuant to the Agent’s Commitment Ratio B. Participation Ratio. Provided, however, that if any of the Lenders B cannot perform the indemnity for which it is liable, the Agent’s Commitment Participation Ratio B shall be calculated figured by dividing the Agent’s Commitment Participation Ratio B by the aggregate of the Commitment Participation Ratio B of the Lenders B other than such non-indemnifying Lenders B.Lenders.
27.5 25.5 The Agent shall not be liable for the validity of this Agreement, and nor shall not guarantee any matters represented by the parties in this Agreement. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their its sole discretion by conducting investigations as to the necessary matters, matters including the creditworthiness of the Borrower, Borrower on the basis of the documents, information and other data as it has deemed appropriate.
27.6 25.6 In cases where the Agent is also acting as a Lender BLender, the Agent shall have the same rights and obligations as the each other Lenders BLender, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of other than under this Agreement. In this case, the Agent shall not be required to disclose to other Lenders B the information in relation to the Borrower it has obtained through the transactions with the Borrower other than those contemplated under this Agreement, nor shall the Agent be required to distribute to other Lenders B any money it has received from the Borrower through transactions with the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders B.Lenders.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof to the other Lenders B.
27.8 25.7 In cases where the Agent is also acting as a Lender BLender, the calculation of the amounts to be distributed to each Lender B pursuant to the provisions of Clause 19 17 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender B other than the Agent, any amount less than one yen shall be rounded down, and (ii) for amounts to be distributed to a Lender B who is also appointed as the Agent shall be the difference between the aggregate of all the amounts to be distributed to All Lenders and the aggregate of the amounts distributed to other Lenders B.Lenders.
27.9 25.8 Except for the cases under Clause 27.825.7, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems appropriate.
27.10 25.9 If the Agent receives any notice from the Borrower that which is required to be given to each Lender B in relation to this Agreement, the Agent shall immediately inform All Lenders B of the details of such notice, or if the Agent receives any notice from a Lender B that which is required to be given to the Borrower or other Lenders B in relation to this AgreementLenders, the Agent shall immediately inform the Borrower or All Lenders BLenders, as the case may be, of the details of such notice. The Agent shall make any documents that it documents, which the Agent has obtained from the Borrower and has retainedkept, available for review by a Lender B during its the ordinary business hours.
Appears in 1 contract
RIGHTS AND DUTIES OF THE AGENT. 27.1 (1) The Agent shall, pursuant to the entrustment by All Lenders Bthe Lenders, perform the Agent Services B and exercise its rights for on behalf of the benefit of All Lenders B, and shall exercise such rights that the rights that, in the Agent’s opinion, are ordinarily Agent deems usually necessary or appropriate in performing the Agent Services B. appropriate. The Agent shall not be liable for any the duties other than those expressly specified set forth in the provisions of this Agreement, and nor shall not be liable for any non-performance of obligations by of the Lenders B Borrower under this Agreement. The Agent is the Lenders’ agent and shall not be the Borrower’s agent unless otherwise stipulated herein.
(2) The Agent shall be an agent of able to rely on the Lenders B and, unless otherwise provided, shall never act as an agent of correspondences and documents (including the Borrower.
27.2 The Agent may rely upon any communication, instrument and document that has been Request for Borrowing delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that the Agent believes facsimile in accordance with Article 5(1)) deemed to be true and correctappropriate and deemed to be delivered bearing signature or name and seal of an appropriate person, and may act in reliance upon any written opinion or explanatory letter relying on the opinions and explanations of experts reasonably appointed by the Agent within to the reasonably extent necessary extent in relation to for the purpose of this Agreement.
27.3 The Agent shall perform the (3) In performance of its duties and exercise of its powers, the authority provided for in this Agreement with the Agent shall pay a due care expected of a good manager.
27.4 Neither the (4) The Agent nor any of or its directors, employees or agents shall not be liable to the Lenders B for any acts taken or omissions conducted omitted by the Agent or its directors, employees or agents pursuant to, or in connection with, with this Agreement, except for its or their willful misconduct or gross negligence. The If the Agent incurs any liabilities, damages, losses, expenses and others (including such expense that it may incur in order to avoid damage or loss as well as such expense that it may incur in order to recover the damage or loss (including legal fee)) in performing its duties under this Agreement, the Lenders B (other than Lenders B who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are it is not reimbursed by the Borrower, and only for . In the amount outstanding after deducting the portion for which event the Agent is obliged also one of the Lenders, the Lenders other than the Agent shall jointly and severally indemnify the Agent to contributethe extent that it is not reimbursed by the Borrower for the remaining balance after subtracting the amount to be borne by the Lender which is also the Agent, calculated pursuant according to the Agent’s Commitment Ratio B. Providedof such Lender (provided, however, that, after the Lenders’ Commitments are terminated, the percentage shall be that of the total principal amount of the Individual Advance Payable Amount per such Lender to the Total Outstanding Balance as of such termination) (provided, however, that if any of the Lenders B cannot is unable to perform the indemnity for which it is liablesuch indemnification, the Agent’s Commitment Ratio B of the Lender which is also the Agent shall be calculated by dividing the Agent’s rate equal to the Commitment Ratio B of the Lender which is also the Agent divided by the aggregate total of the Commitment Ratio B Ratios of the Lenders B other than excluding such non-indemnifying Lenders B.Lender).
27.5 The (5) If so directed in writing by the Majority Lenders, the Agent shall act in accordance with such direction to the extent permitted by law, and in that event the Agent shall not be liable for the validity of this Agreement, and shall not guarantee any matters represented in this Agreement. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the necessary matters, including the creditworthiness of the Borrower, on the basis of the documents, information and other data as it has deemed appropriate.
27.6 In cases where the Agent is also acting as a Lender B, the Agent shall have the same rights and obligations as the other Lenders B, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of this Agreement. In this case, the Agent shall not be required to disclose to other Lenders B information in relation to the Borrower it has obtained through transactions with the Borrower other than those contemplated under this Agreement, nor shall the Agent be required to distribute to other Lenders B any money it has received from the Borrower through transactions with the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders B.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof to the other Lenders B.
27.8 In cases where the Agent is also acting as a Lender B, the calculation of the amounts to be distributed to each Lender B pursuant to the provisions of Clause 19 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender B other than the Agent, any amount less than one yen shall be rounded down, and (ii) amounts to be distributed to a Lender B who is also appointed as the Agent shall be the difference between the aggregate of all amounts to be distributed and the amounts distributed to other Lenders B.
27.9 Except for the cases under Clause 27.8, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems appropriate.
27.10 If the Agent receives any notice from the Borrower that is required to be given to each Lender B in relation to this Agreement, the Agent shall immediately inform All Lenders B of the details of such notice, or if the Agent receives any notice from a Lender B that is required to be given to the Borrower or other the Lenders B in relation to this Agreement, for the consequences of so acting.
(6) Unless the Agent shall immediately inform is notified by the Borrower or All the Lenders B, as the case may be, of the details existence of such notice. The Agent shall make any documents that it has obtained from of the Borrower and has retained, available for review by a Lender B during its ordinary business hours.Events of Default as provided in Article 22(1)(i) through (v) or Article 22
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Spansion Inc.)
RIGHTS AND DUTIES OF THE AGENT. 27.1 (1) The Agent shall, pursuant to the entrustment by All Lenders Bon behalf of all Lenders, perform the Agent Services B Agent’s duties and exercise rights for such powers and exercise such authority as the benefit of All Lenders B, and shall exercise the rights that, in the Agent’s opinion, are Agent deems ordinarily necessary or appropriate in performing the Agent Services B. The performance of the Agent’s duties. Agent shall not be liable for any duties have no obligations other than those expressly specified set forth in the respective provisions of this Agreement, Agreement and shall not be liable for any non-performance of failure by Lender to perform its obligations by the Lenders B under this Agreement. The In addition, the Agent shall be an agent of the Lenders B and, unless otherwise provided, Lender and shall never act as not be an agent of the BorrowerBorrower or the Guarantor unless otherwise specified.
27.2 The (2) Agent may rely upon any communicationon communications, instrument documents and document that has been delivered between appropriate persons and has been signed or has papers (including loan applications received from Borrowers by facsimile in accordance with the name and seal attached by such appropriate persons and that the Agent provisions of Article 4.1) which it believes to be true and correct, correct and which are signed or stamped with the name and seal of an appropriate person and delivered by such person. The Agent may also act in reliance upon any on the written opinion or explanatory letter opinions and explanations of experts reasonably appointed by the Agent within to the reasonably extent necessary extent in relation to connection with this Agreement.
27.3 (3) The Agent shall perform the exercise due care as a good manager in discharging its duties and exercise the exercising its authority provided for in this Agreement with the due care of a good manageras set forth herein.
27.4 (4) Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders B any Lender for any acts act or omissions conducted by the Agent pursuant to, omission under or in connection with, with this Agreement, except for its Agreement unless such act or their omission is willful misconduct or gross negligencegrossly negligent. The Lenders B lender shall not be liable for any liabilities and damages, etc. (other than Lenders B who act as the Agent) shall jointly and severally indemnify including, but not limited to, expenses incurred to prevent the Agent for any and all liabilities, damages, from suffering damages or losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or incurred to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties obligations under this Agreement. However, if the agent also serves as a lender, the lender other than the agent shall be deemed to be a lender that is an agent from the above costs to the extent lender’s participation ratio (provided, however, that after the termination of all lenders’ loan obligations, the ratio of the total principal amount of such liabilitieslender’s individual outstanding loans to the total outstanding loans as of such time shall be the ratio of such lender’s total outstanding loans to the total principal amount of such lender’s individual outstanding loans. The same shall apply hereinafter). (However, damageswhen there is a lender who is unable to fulfill said compensation obligation, losses and expenses are not reimbursed the ratio shall be the ratio obtained by dividing the participation ratio of the lender who is an agent by the Borrower, total participation ratio of all lenders excluding said lender) The lender shall jointly and only severally compensate the agent for the remaining amount outstanding after deducting the portion of the burden calculated in accordance with the following formula.
(5) The Agent shall, upon the direction of the Majority Lender, act in accordance with such direction so long as it is lawful to do so, and in such case the Agent shall not be liable to the Borrower, the Guarantor or the Lender for which any consequences resulting from such action.
(6) The Agent shall be deemed not to have had knowledge of the existence of such event unless it has received from the Borrower, the Guarantor or the Lender an event specified in each item of Article 22.1 or each item of Article 22.2, or a notice or the passage of time, or both, to the effect that an event constituting such event exists.
(7) The Agent makes no warranty as to the validity of this Agreement or the matters expressed herein, and the Lenders shall enter into this Agreement and conduct the transactions contemplated herein at their own discretion after examining the creditworthiness of the Borrower and the Guarantor and other necessary matters based on documents and information deemed appropriate by the Agent.
(8) If the Agent is obliged to contributealso a lender, calculated pursuant to its rights and obligations as a lender hereunder shall be the same as those of any other lender, notwithstanding the Agent’s Commitment Ratio B. Provided, however, that if any of the Lenders B cannot perform the indemnity for which it is liableobligations hereunder. In addition, the Agent’s Commitment Ratio B shall be calculated by dividing Agent may enter into generally acceptable banking arrangements with the Agent’s Commitment Ratio B by Borrower or the aggregate Guarantor outside of the Commitment Ratio B of the Lenders B other than such non-indemnifying Lenders B.
27.5 this Agreement. The Agent shall not be liable for the validity of this Agreement, and shall not guarantee any matters represented in this Agreement. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the necessary matters, including the creditworthiness of the Borrower, on the basis of the documents, information and other data as it has deemed appropriate.
27.6 In cases where the Agent is also acting as a Lender B, the Agent shall have the same rights and obligations as the other Lenders B, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of this Agreement. In this case, the Agent shall not be required obligated to disclose to other Lenders B any information in relation to concerning the Borrower it has or the Guarantor obtained through in transactions with outside of this Agreement (information received from the Borrower other than those contemplated under or the Guarantor shall be deemed to have been obtained in transactions outside of this Agreement, nor unless it is expressly indicated that such information was sent pursuant to this Agreement) to other Lenders, and shall the Agent not be required obligated to distribute to other Lenders B any money it has received from the paid by such Borrower through or Guarantor in transactions outside of this Agreement with the Borrower other than those contemplated under this Agreement. or Guarantor.
(Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders B.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest9) report the details thereof to the other Lenders B.
27.8 In cases where the Agent is also acting as a Lender B, the The calculation of the amounts Individual Loan Amount and the amount to be distributed to each Lender B lenders pursuant to the provisions of Clause Article 19 shall be made by the lender designated by the Agent (hereinafter in accordance with this paragraph referred to as “Fractional Accrual Lender”．However, if the following: (iagent also serves as the lender, the lender who also serves as the agent shall be the fractional aggregate lender.) for amounts The distribution amount to be distributed to each Lender B a lender other than the Agentagent shall be rounded down to the nearest yen, any and the distribution amount to a fractional cumulative lender shall be the total distribution amount minus the distribution amount to the other lender. Fractional amounts less than one yen shall be rounded down, and (ii) amounts to be distributed to a Lender B who is also appointed as the Agent shall be the difference between the aggregate of all amounts to be distributed and the amounts distributed to other Lenders B.
27.9 Except for the cases under Clause 27.8, all calculations of fractions less than one yen that are required under this Agreement shall be made treated in a manner deemed appropriate by the Agent, except in this case.
(10) The determination of the rate of interest, loan term and repayment date, and any other determinations contained in any notice given by Agent to Xxxxxxxx, Guarantor or Lender, and the amounts payable hereunder, shall be binding upon Borrower, Guarantor and Lender as if fixed, in the manner the Agent deems appropriateabsence of manifest error.
27.10 (11) If the Agent receives any notice from the Borrower that is required to be given communicated by Borrower or Guarantor hereunder to each Lender B in relation to this AgreementXxxxxxx, the Agent shall immediately inform All promptly notify all Lenders B of the details of such noticecontents thereof, or and if the Agent receives any notice from a Lender B that is required to be given communicated by Xxxxxxx hereunder to the Borrower Xxxxxxxx, Guarantor, or any other Lenders B in relation to this AgreementLender, the Agent shall immediately inform the Borrower promptly notify Borrower, Guarantor, or All Lenders Ball Lenders, as the case may berespectively, of the details of such noticecontents thereof. The Documents obtained and kept by the Agent shall make any documents that it has obtained from the Borrower and has retainedBorrower, or the Guarantor shall be made available for review inspection by a Lender B the Agent for the benefit of the Lenders during its ordinary normal business hourshours of the Agent.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Yoshitsu Co., LTD)
RIGHTS AND DUTIES OF THE AGENT. 27.1 (1) The Agent shall, pursuant to the entrustment by All Lenders Bthe Lenders, perform the Agent Services B and exercise its rights for on behalf of the benefit of All Lenders B, and shall exercise such rights that the rights that, in the Agent’s opinion, are ordinarily Agent acknowledges to be usually necessary or appropriate in performing the Agent Services B. appropriate. The Agent shall not be liable for any the duties other than those expressly specified provided for in the provisions of this Agreement, and nor shall not be liable for any non-performance of obligations by of the Lenders B Lender under this Agreement. The Agent is the Lenders' agent and shall not be the Borrower's agent unless otherwise stipulated.
(2) The Agent shall be an agent of able to rely on the Lenders B and, unless otherwise provided, shall never act as an agent of the Borrower.
27.2 The Agent may rely upon any communication, instrument correspondences and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that the Agent believes documents deemed to be true and correctappropriate and deemed to be delivered bearing signature or name and seal of an appropriate person, and may act in reliance upon any written opinion or explanatory letter relying on the opinions and explanations of experts reasonably appointed by the Agent within to the reasonably extent necessary extent in relation to for the purpose of this Agreement.
27.3 The Agent shall perform the (3) In performance of its duties and exercise of its powers, the authority provided for in this Agreement with the Agent shall pay a due care expected of a good manager.
27.4 Neither the (4) The Agent nor any of its directors, employees or agents shall not be liable to the Lenders B for any acts taken or omissions conducted omitted by the Agent pursuant to, to or in connection with, with this Agreement, except for its or their willful misconduct or gross negligence. The If the Agent incurs any liabilities, damages and others (including such expense that it may incur in order to avoid damage or loss as well as such expense that it may incur in order to recover the damage or loss (including legal fees)) in performing its duties under this Agreement, the Lenders B (other than Lenders B who act as the Agent) Agent shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are it is not reimbursed by the Borrower.
(5) If so directed in writing by the Majority Lenders, the Agent shall act in accordance with such direction to the extent it is legal to do so, and only for in that event the amount outstanding after deducting the portion for which the Agent is obliged to contribute, calculated pursuant to the Agent’s Commitment Ratio B. Provided, however, that if any of the Lenders B cannot perform the indemnity for which it is liable, the Agent’s Commitment Ratio B shall be calculated by dividing the Agent’s Commitment Ratio B by the aggregate of the Commitment Ratio B of the Lenders B other than such non-indemnifying Lenders B.
27.5 The Agent shall not be liable for the validity of this Agreement, and shall not guarantee any matters represented in this Agreement. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the necessary matters, including the creditworthiness of the Borrower, on the basis of the documents, information and other data as it has deemed appropriate.
27.6 In cases where the Agent is also acting as a Lender B, the Agent shall have the same rights and obligations as the other Lenders B, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of this Agreement. In this case, the Agent shall not be required to disclose to other Lenders B information in relation to the Borrower it has obtained through transactions with the Borrower other than those contemplated under this Agreement, nor shall the Agent be required to distribute to other Lenders B any money it has received from the Borrower through transactions with the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders B.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof to the other Lenders B.
27.8 In cases where the Agent is also acting as a Lender B, the calculation of the amounts to be distributed to each Lender B pursuant to the provisions of Clause 19 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender B other than the Agent, any amount less than one yen shall be rounded down, and (ii) amounts to be distributed to a Lender B who is also appointed as the Agent shall be the difference between the aggregate of all amounts to be distributed and the amounts distributed to other Lenders B.
27.9 Except for the cases under Clause 27.8, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems appropriate.
27.10 If the Agent receives any notice from the Borrower that is required to be given to each Lender B in relation to this Agreement, the Agent shall immediately inform All Lenders B of the details of such notice, or if the Agent receives any notice from a Lender B that is required to be given to the Borrower or other the Lenders B in relation to this Agreement, for the Agent shall immediately inform the Borrower or All Lenders B, as the case may be, consequences of the details of such notice. The Agent shall make any documents that it has obtained from the Borrower and has retained, available for review by a Lender B during its ordinary business hoursso acting.
Appears in 1 contract
Samples: Term Loan Agreement (Dentsply International Inc /De/)
RIGHTS AND DUTIES OF THE AGENT. 27.1 The Agent shall, pursuant to the entrustment by All Lenders B, perform the Agent Services B and exercise rights for the benefit of All Lenders B, and shall exercise the rights that, in the Agent’s opinion, are ordinarily necessary or appropriate in performing the Agent Services B. (a) The Agent shall not have and be liable for any duties other than those expressly specified in the provisions of this Agreement, and shall not be liable for any non-performance of obligations by the Lenders B under this Agreement. The Agent shall be an agent of the Lenders B and, unless otherwise provided, shall never act entitled to exercise all such powers hereunder as an agent of the Borrower.
27.2 The Agent may rely upon any communication, instrument and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that the Agent believes to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreement.
27.3 The Agent shall perform the duties and exercise the authority provided for in this Agreement with the due care of a good manager.
27.4 Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders B for any acts or omissions conducted by the Agent pursuant to, or in connection with, this Agreement, except for its or their willful misconduct or gross negligence. The Lenders B (other than Lenders B who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent is obliged to contribute, calculated pursuant to the Agent’s Commitment Ratio B. Provided, however, that if any of the Lenders B cannot perform the indemnity for which it is liable, the Agent’s Commitment Ratio B shall be calculated by dividing the Agent’s Commitment Ratio B by the aggregate of the Commitment Ratio B of the Lenders B other than such non-indemnifying Lenders B.
27.5 The Agent shall not be liable for the validity of this Agreement, and shall not guarantee any matters represented in this Agreement. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the necessary matters, including the creditworthiness of the Borrower, on the basis of the documents, information and other data as it has deemed appropriate.
27.6 In cases where the Agent is also acting as a Lender B, the Agent shall have the same rights and obligations as the other Lenders B, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of this Agreement. In this case, the Agent shall not be required to disclose to other Lenders B information in relation to the Borrower it has obtained through transactions with the Borrower other than those contemplated under this Agreement, nor shall the Agent be required to distribute to other Lenders B any money it has received from the Borrower through transactions with the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed specifically delegated to the Agent by the Borrower terms hereof, together with such powers as are incidental thereto. The Agent may execute any of its duties hereunder by or through agents or employees and shall be, unless expressly identified be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder.
(b) The Agent and any nominee on its behalf shall be bound to exercise in the holding of the Pledged Interests and other Collateral the same degree of care as being made it would exercise with respect to similar property of its own of similar value held in relation the same place. The Agent and any other nominee on its behalf shall be deemed to this Agreement, deemed disclosed in relation have exercised reasonable care with respect to the transactions custody and preservation of the Collateral if it takes such action for this purpose as the Debtor shall reasonably request in writing, but failure of the Agent or its nominee to comply with the Borrower other than those contemplated under this Agreementany such request shall not in and of itself be deemed a failure to exercise reasonable care, and no failure of the Agent or its nominee to preserve or protect any rights with respect to the Collateral, or to do any act with respect to preservation of the Collateral not so requested by the Debtor, shall not in and of itself be required deemed a failure to disclose exercise reasonable care in the custody or preservation of the Collateral. Neither the Agent, the other Secured Parties nor any nominee acting on their behalf, nor any director, officer or employee of the Agent or any of the same to other Lenders B.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report Secured Parties shall be liable for any action taken or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof to the other Lenders B.
27.8 In cases where the Agent is also acting as a Lender B, the calculation of the amounts omitted to be distributed to each Lender B pursuant to the provisions of Clause 19 shall be made taken by it hereunder or in accordance with the following: (i) connection herewith except for amounts to be distributed to each Lender B other than the Agent, any amount less than one yen shall be rounded down, and (ii) amounts to be distributed to a Lender B who is also appointed as the Agent shall be the difference between the aggregate of all amounts to be distributed and the amounts distributed to other Lenders B.
27.9 Except for the cases under Clause 27.8, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems appropriate.
27.10 If the Agent receives any notice from the Borrower that is required to be given to each Lender B in relation to this Agreement, the Agent shall immediately inform All Lenders B of the details of such notice, their own gross negligence or if the Agent receives any notice from a Lender B that is required to be given to the Borrower or other Lenders B in relation to this Agreement, the Agent shall immediately inform the Borrower or All Lenders B, as the case may be, of the details of such noticewilful misconduct. The Agent shall make and the other Secured Parties and each of their respective directors, officers and employees are hereby released from all responsibilities for any documents depreciation in or loss of value of any part of the Collateral except for such depreciation or loss of value that it has obtained from is the Borrower and has retainedresult of the Agent’s or the other Secured Parties’ (or their authorized agents’ or nominee’s or that or its officers, available for review by a Lender B during its ordinary business hoursdirectors or employees) gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Credit Agreement (Gsi Group Inc)
RIGHTS AND DUTIES OF THE AGENT. 27.1 23.1 The Agent shall, pursuant to the entrustment by All Lenders BLenders, perform the Agent Services B and exercise rights for the benefit of All Lenders BLenders, and shall exercise the rights thatwhich, in the Agent’s opinion, are ordinarily necessary or appropriate in appropriate, upon performing the Agent Services B. Services. The Agent shall not be liable for any the duties other than those expressly specified in each provision of the provisions of this AgreementLoan-Related Agreements, and nor shall not be liable for any non-performance of obligations by the Lenders B under this Agreementthe Loan-Related Agreements. The Agent shall be an agent of the Lenders B and, unless otherwise provided, shall never act as an agent of the BorrowerBorrower or the Guarantors.
27.2 23.2 The Agent may in good faith rely upon any communication, instrument and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that believed by the Agent believes in good faith to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreementthe Loan-Related Agreements.
27.3 23.3 The Agent shall perform the its duties and exercise the authority its authorities provided for in this Agreement the Loan-Related Agreements in good faith with the due care of a good manager.
27.4 23.4 Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders B for any acts or omissions conducted by the Agent pursuant to, or in connection with, this Agreementwith the Loan-Related Agreements, except for its or their willful misconduct misconduct, bad faith or gross negligence. The Lenders B (other than Lenders B who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses liabilities and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or to recover any damages or losses (including attorney’s fees)) Loss incurred by the Agent in the course of the performance of its duties under this Agreementthe Loan-Related Agreements, to the extent that such liabilities, damages, losses and expenses are not reimbursed by the BorrowerBorrower or the Guarantors, and only for the amount outstanding after deducting the portion for which the Agent is obliged to should contribute, calculated pursuant to the Agent’s Commitment Ratio B. ProvidedRatio; provided, however, that if any of the Lenders B cannot perform the indemnity for which it is liable, the Agent’s Commitment Ratio B shall be calculated figured by dividing the Agent’s Commitment Ratio B by the aggregate of the Commitment Ratio B of the Lenders B other than such non-indemnifying Lenders.
23.5 If the Majority Lenders B.or All Lenders give written instructions, the Agent shall conduct acts in accordance with such instructions to the extent that such instructions do not violate any provision expressly provided for in the Loan-Related Agreements and are legal. In this case, the Agent shall not be liable to the Borrower and the Guarantors or the Lender for the results arising from such acts.
27.5 23.6 Unless the Agent receives from the Borrower, the Guarantors, or the Lender notice of the existence of an event provided for in each item of Clause 20.1 or each item of Clause 20.2, the Agent shall be deemed to have no knowledge of the existence of such event.
23.7 The Agent shall not be liable for the validity of this Agreementthe Loan-Related Agreements, and nor shall not guarantee any matters represented by the parties in this Agreementthe Loan-Related Agreements. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement the Loan-Related Agreements at their its sole discretion by conducting investigations as to the necessary matters, matters including the creditworthiness of the Borrower, Borrower or the Guarantors on the basis of the documents, information and other data as it has deemed appropriate.
27.6 23.8 In cases where the Agent is also acting as a Lender BLender, the Agent shall have the same rights and obligations as the each other Lenders BLender, irrespective of the Agent’s obligations under this Agreementthe Loan-Related Agreements. The Agent may engage in commonly accepted banking transactions with the Borrower outside of this Agreementor the Guarantors other than under the Loan-Related Agreements. In this case, the Agent shall not be required to disclose to other Lenders B the information in relation to the Borrower or the Guarantors it has obtained through the transactions with the Borrower or the Guarantors other than those contemplated under this Agreementthe Loan-Related Agreements, nor shall the Agent be required to distribute to other Lenders B any money it has received from the Borrower or the Guarantors through transactions with the Borrower or the Guarantors other than those contemplated under this Agreementthe Loan-Related Agreements. (Any information that has been disclosed to the Agent by the Borrower or the Guarantors shall be, unless expressly identified as being made in relation to this Agreementthe Loan-Related Agreements, deemed disclosed as the information obtained in relation to the transactions with the Borrower or the Guarantors other than those contemplated under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders B.Loan-Related Agreements.)
27.7 Notwithstanding Clause 27.6, upon receiving the Trustee’s Regular Report or the Trustee’s Extraordinary Report, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof to the other Lenders B.
27.8 In cases where the Agent is also acting as a Lender B, the 23.9 The calculation of the amounts to be distributed to each Lender B pursuant to the provisions of Clause 19 17 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender B other than the AgentLender designated by the Agent (a “Fraction Integrating Lender”; but if the Agent is also a Lender, the Lender who is also appointed as the Agent will be the Fraction Integrating Lender), any amount less than one yen shall be rounded down, and (ii) for amounts to be distributed to a Fraction Integrating Lender B who is also appointed as the Agent shall be the difference between the aggregate of all the amounts to be distributed to All Lenders and the aggregate of the amounts distributed to other Lenders B.Lenders.
27.9 Except for 23.10 The determination of the cases interest rate and repayment date included in a notice given by the Agent to the Borrower, the Guarantors, or the Lenders, and other determination and amount paid under Clause 27.8, all calculations of fractions less than one yen that are required under this Agreement the Loan-Related Agreements shall be made in binding upon the manner Borrower, the Agent deems appropriateGuarantors, and the Lenders as they are finally determined unless there is any manifest error.
27.10 23.11 If the Agent receives any notice from the Borrower that or the Guarantors which is required to be given to each Lender B in relation to this Agreementthe Loan-Related Agreements, the Agent shall immediately inform All Lenders B of the details of such notice, or if the Agent receives any notice from a Lender B that which is required to be given to the Borrower Borrower, the Guarantors, or other Lenders B in relation to this Agreementthe Loan-Related Agreements, the Agent shall immediately inform the Borrower Borrower, the Guarantors, or All Lenders BLenders, as the case may be, of the details of such notice. The Agent shall make any documents that it documents, which the Agent has obtained from the Borrower the Guarantors and has retainedkept, available for review by a Lender B during its the ordinary business hours.
Appears in 1 contract
Samples: Term Loan Agreement (Kemet Corp)
RIGHTS AND DUTIES OF THE AGENT. 27.1 25.1 The Agent shall, pursuant to the entrustment by All Lenders BLenders, perform the Agent Services B and exercise rights for the benefit of All Lenders BLenders, and shall exercise the rights thatwhich, in the Agent’s opinion, are ordinarily necessary or appropriate in appropriate, upon performing the Agent Services B. Services. The Agent shall not be liable for any the duties other than those expressly specified in the provisions each provision of this Agreement, and nor shall not be liable for any non-performance of obligations by the Lenders B under this Agreement. The Agent shall be an agent of the Lenders B and, unless otherwise provided, shall never act as an agent of the Borrower.
27.2 25.2 The Agent may rely upon any communication, instrument and document (including a Drawdown Request received in accordance with the provisions of Clause 5.1) that has been delivered between appropriate persons and has been signed or has the name and seal attached by such appropriate persons and that believed by the Agent believes to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreement.
27.3 25.3 The Agent shall perform the its duties and exercise the authority its authorities provided for in this Agreement with the due care of a good manager.
27.4 25.4 Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders B for any acts or omissions conducted by the Agent pursuant to, or in connection with, with this Agreement, except for its or their willful misconduct or gross [gross] negligence. The Lenders B (other than Lenders B who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damagesand Lossdamages, losses and expenses (including, without limitation, any expenses paid to avoid or minimize any damages or losses or and paid in order to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties under this Agreement, to the extent that such liabilities, damages, losses and expenses are not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent is obliged to should contribute, calculated pursuant to the Agent’s Commitment Ratio B. Ratio. Provided, however, that for the period where the Lending Obligations of one or more of the Lenders are extinguished before All Lenders’ Lending Obligations are extinguished, and where the Outstanding Individual Loan Money of such Lender is outstanding, the Commitment Ratio shall be figured by deeming the principal amount of such Outstanding Individual Loan Money as the Commitment Amount of such Lender, and for the period after All Lenders’ Lending Obligations are extinguished, and where the repayment of all obligations pursuant to this Agreement have not been completed, the percentage shall be that of the total principal amount of the Outstanding Individual Loan Money per each Lender to the Total Outstanding Balance as of that time. Further, if any of the Lenders B cannot perform the indemnity for which it is liable, the Agent’s Commitment Ratio B shall be calculated figured by dividing the Agent’s Commitment Ratio B by the aggregate of the Commitment Ratio B of the Lenders B other than such non-indemnifying Lenders B.
27.5 The Agent shall not be liable for the validity of this Agreement, and shall not guarantee any matters represented in this Agreement. The Lenders B shall enter into, and conduct transactions contemplated in, this Agreement at their sole discretion by conducting investigations as to the necessary matters, including the creditworthiness of the Borrower, on the basis of the documents, information and other data as it has deemed appropriateLenders.
27.6 In cases where 25.5 If the Agent is also acting as a Lender BMajority Lenders or All Lenders give written instructions, the Agent shall have conduct acts in accordance with such instructions to the same rights extent that such instructions do not violate any provision expressly provided for in this Agreement and obligations as the other Lenders B, irrespective of the Agent’s obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower outside of this Agreementare legal. In this case, the Agent shall not be required to disclose to other Lenders B information in relation liable to the Borrower it has obtained through transactions with or the Borrower other than those contemplated under this Agreement, nor shall Lender for the results arising from such acts.
25.6 Unless the Agent be required to distribute to other Lenders B any money it has received receives from the Borrower through transactions with or the Borrower other than those contemplated under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other than those contemplated under this Agreement, and the Agent shall not be required to disclose any Lender notice of the same to other Lenders B.)
27.7 Notwithstanding existence of an event provided for in each item of Clause 27.6, upon receiving the Trustee’s Regular Report 22.1 or the Trustee’s Extraordinary Reporteach item of Clause 22.2, the Agent shall promptly (by the Business Day immediately following the day such Trustee’s Regular Report is received, at the latest) report the details thereof be deemed to the other Lenders B.
27.8 In cases where the Agent is also acting as a Lender B, the calculation have no knowledge of the amounts to be distributed to each Lender B pursuant to the provisions of Clause 19 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender B other than the Agent, any amount less than one yen shall be rounded down, and (ii) amounts to be distributed to a Lender B who is also appointed as the Agent shall be the difference between the aggregate of all amounts to be distributed and the amounts distributed to other Lenders B.
27.9 Except for the cases under Clause 27.8, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems appropriate.
27.10 If the Agent receives any notice from the Borrower that is required to be given to each Lender B in relation to this Agreement, the Agent shall immediately inform All Lenders B of the details existence of such notice, or if the Agent receives any notice from a Lender B that is required to be given to the Borrower or other Lenders B in relation to this Agreement, the Agent shall immediately inform the Borrower or All Lenders B, as the case may be, of the details of such notice. The Agent shall make any documents that it has obtained from the Borrower and has retained, available for review by a Lender B during its ordinary business hoursevent.
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Samples: Revolving Credit Facility Commitment Line Agreement
