The Administrative Agent and the Collateral Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. The Lenders acknowledge and agree that the Administrative Agent shall also act, subject to and in accordance with the terms of the Intercreditor Agreement, as the administrative agent and collateral agent for the lenders under the Second Lien Term Loan Agreement. The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or o...
The Administrative Agent and the Collateral Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and Collateral Agent (for purposes of this Article VIII, the term "
The Administrative Agent and the Collateral Agent. Section 9.01 Appointment and Authority 192 Section 9.02 Rights as a Lender 193 Section 9.03 Exculpatory Provisions 193 Section 9.04 Reliance by Administrative Agent 194 Section 9.05 Delegation of Duties 195 Section 9.06 Resignation of Administrative Agent 195 Section 9.07 Non-Reliance on Administrative Agent and Other Lenders 197 Section 9.08 No Other Duties, Etc. 197 Section 9.09 Administrative Agent May File Proofs of Claim; Credit Bidding 197 Section 9.10 Collateral and Guarantee Matters 199 Section 9.11 Secured Cash Management Agreements and Secured Hedging Agreements 200 Section 9.12 Withholding Tax 201 Section 9.13 Certain ERISA Matters 201
The Administrative Agent and the Collateral Agent. Part 1 - Role of the Administrative Agent, the Letter of Credit Issuers and Others.
The Administrative Agent and the Collateral Agent. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the
The Administrative Agent and the Collateral Agent. SECTION 8.01. Appointment and Authority 158 SECTION 8.02. Exculpatory Provisions 158 SECTION 8.03. Reliance by the Administrative Agent 159 SECTION 8.04. Delegation of Duties 159 SECTION 8.05. Resignation of Administrative Agent 159
The Administrative Agent and the Collateral Agent. 18.1 Appointment and duties of the Administrative Agent and the Collateral Agent
(a) Each Finance Party (other than the Agents) irrevocably appoints JPMorgan Chase Bank (China) Company Limited, Shanghai Branch as Administrative Agent, and JPMorgan Chase Bank, National Association as Collateral Agent, under and in connection with the Finance Documents. Without limiting the foregoing, each Lender authorizes each of the Agents to enter into the Intercreditor Agreement on behalf of such Lender and agrees to be bound by the terms of the Intercreditor Agreement as if it were a party thereto.
(b) Each Finance Party irrevocably authorises each Agent to:
(i) perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers and discretions; and
(ii) enter into and deliver each Finance Document expressed to be entered into by each Agent.
(c) Each Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative nature.
The Administrative Agent and the Collateral Agent. Each of the First-Lien Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the First-Lien Collateral Agent (the Administrative Agent and the First-Lien Collateral Agent are referred to collectively as the “ First-Lien Agents”) its agent and authorizes the First-Lien Agents to take such actions on its behalf and to exercise such powers as are delegated to such First-Lien Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the First-Lien Agents are hereby expressly authorized to execute any and all documents (including releases), including the Intercreditor Agreement, the other intercreditor agreements contemplated hereby and the Security Documents with respect to the Collateral and the rights of the First-Lien Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. The First-Lien Lenders each hereby agree and consent to all of the provisions of the Security Documents. -(147-)
The Administrative Agent and the Collateral Agent. Each of the Lenders (including the Holder of China Facility Guaranty Obligations) and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent hereunder and under each other Loan Document, and each of the Lenders and the Issuing Bank authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender and the Issuing Bank (each Lender and the Issuing Bank hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto) and to take such actions on its behalf, including execution of the other Loan Documents, and on behalf of the Secured Parties and to exercise such powers as are delegated to the Agents by the terms hereof and the terms of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.
The Administrative Agent and the Collateral Agent. If the Administrative Agent or the Collateral Agent proposes any (or proposes any adjustment or revision to any existing) reserves, advance rates or any other borrowing base eligibility standards, or makes any other proposal regarding a determination or action which may be made by the Administrative Agent or the Collateral Agent pursuant to this Agreement or any other Credit Document, the non-proposing party shall respond to such proposal within three Business Days. In the event that the Administrative Agent and the Collateral Agent cannot agree on reserves, advance rates, any other borrowing base eligibility standards or any other action or determination which may be made by the Administrative Agent or the Collateral Agent pursuant to this Agreement or any other Credit Document, the determination shall be made by the Administrative Agent or the Collateral Agent, as applicable, either asserting the more conservative judgment or declining to permit the requested action for which consent is being sought by the Credit Parties, as applicable.
